Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYNUUgMVu86ckU4+V65fV0TAUxGQWT0WLDv+wCoVwHVlgntG6wxlY0HRSKIt/GnB jGeltbGEAM/LqIkXhAr9VQ== 0001193125-08-216994.txt : 20081027 0001193125-08-216994.hdr.sgml : 20081027 20081027171338 ACCESSION NUMBER: 0001193125-08-216994 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELIZABETH ARDEN INC CENTRAL INDEX KEY: 0000095052 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 590914138 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17826 FILM NUMBER: 081142922 BUSINESS ADDRESS: STREET 1: 2400 SW 145 AVENUE STREET 2: SUITE 2S CITY: MIRAMAR STATE: FL ZIP: 33027 BUSINESS PHONE: 954-364-6900 MAIL ADDRESS: STREET 1: 2400 SW 145 AVENUE STREET 2: SUITE 2S CITY: MIRAMAR STATE: FL ZIP: 33027 FORMER COMPANY: FORMER CONFORMED NAME: FRENCH FRAGRANCES INC DATE OF NAME CHANGE: 19951212 FORMER COMPANY: FORMER CONFORMED NAME: SUAVE SHOE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

ELIZABETH ARDEN, INC.

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

28660G106

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 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 which 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(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 28660G106


1	NAME OF REPORTING PERSONS Shamrock Activist Value Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,636,112 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,636,112 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,636,112 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.68%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 28660G106


1	NAME OF REPORTING PERSONS Shamrock Activist Value Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,006 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,006 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.003%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 28660G106


1	NAME OF REPORTING PERSONS Shamrock Activist Value Fund III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 42,882 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 42,882 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,882 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.15%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 28660G106


1	NAME OF REPORTING PERSONS Shamrock Activist Value Fund GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,680,000 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,680,000 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,680,000 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.83%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 28660G106


1	NAME OF REPORTING PERSONS Shamrock Partners Activist Value Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 1,680,000 Common Shares*
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 1,680,000 Common Shares*
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,680,000 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.83%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

ITEM 1.

Security and Issuer.

The securities to which this statement relates are shares of Common Stock, $.01 par value per share (“Common Shares”), of Elizabeth Arden, Inc., a Florida corporation (the “Company”). The principal executive offices of the Company are located at 2400 SW 145th Avenue, Miramar, Florida 33027.

ITEM 2.

Identity and Background.

(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), (ii) Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), (iii) Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), (iv) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF, SAVF II and SAVF III (the “General Partner”) and (v) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF, SAVF II and SAVF III (SAVF, SAVF II and SAVF III collectively, are referred to herein as “Shamrock Activist Value Fund”) is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of Shamrock Activist Value Fund, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.

The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Stanley P. Gold, an individual who is President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.

The Roy E. Disney Trust and the Patricia A. Disney Trust each own approximately 2.26% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock. Mr. Gold is also the trustee of the Patricia Disney Trust.

The principal executive offices of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 W. Lakeside Drive, Burbank, California 91505.

The business address of each of the persons listed below is 4444 W. Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the directors, executive officers and controlling persons of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:


Name		Principal Occupation Or Employment

Roy E. Disney		Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a subsidiary of SHOC that provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 W. Lakeside Drive, Burbank, CA 91505.

Abigail E. Disney		Vice Chairman of the Board of Directors of SHI and Executive Vice President of SHOC; investor.

Roy Patrick Disney		Director of SHI; investor.

Susan Disney Lord		Director of SHI; investor.

Timothy J. Disney		Director of SHI; investor.

Stanley P. Gold		Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners.

Dennis A. Johnson		Managing Director of SCA; Vice President of Shamrock Partners.

Eugene I. Krieger		Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Vice President of SHOC and Shamrock Partners.

Robert G. Moskowitz		Executive Vice President of SHI and SHOC; Managing Director of SCA.

Gregory S. Martin		Chief Financial Officer and Treasurer of SHOC, SHI, SCA and Shamrock Partners.

All of the persons listed above are citizens and residents of the United States.

(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, 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.

The total amount of funds used by SAVF to purchase the 1,636,112 Common Shares reported herein was $30,292,061 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 1,006 Common Shares reported herein was $18,605 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 42,882 Common Shares reported herein was $860,879 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

ITEM 4.

Purpose of Transaction.

Shamrock Activist Value Fund acquired the 1,680,000 shares owned by it based on the Reporting Persons’ belief that the Common Shares represent an attractive investment opportunity.

The Reporting Persons may determine from time to time in the future, based on market and general economic conditions, the business affairs and financial conditions of the Company, the availability of securities at favorable prices and alternative investment opportunities available to the Reporting Persons, new, or increases or decreases in, capital commitments from partners in such Reporting Persons, and other factors that the Reporting Persons may deem relevant, to acquire additional securities of the Company in the open market, in privately negotiated transactions or otherwise, or to sell some or all of the securities it now holds or hereafter acquires as set forth above or otherwise.

Except as stated in response to this Item 4, the Reporting Persons shall have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of this Item 4 to the form Schedule 13D promulgated under the Act.

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others.

SAVF is the owner of 1,636,112 Common Shares, which represents approximately 5.68% of the issued and outstanding Common Shares. SAVF II is the owner of 1,006 Common Shares, which represents approximately 0.003% of the issued and outstanding Common Shares. SAVF III is the owner of 42,882 Common Shares, which represents approximately 0.15% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 1,680,000 Common Shares, which represents approximately 5.83% of the issued and outstanding Common Shares.

As the general partner of Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 1,680,000 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.83% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,680,000 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.83% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,680,000 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 1,680,000 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

The percentages of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 28,800,921 Common Shares were outstanding as of October 17, 2008, as represented by the Company in its Definitive Proxy Statement filed with the Securities and Exchange Commission on October 14, 2008.

(c) During the last 60 days, SAVF, SAVF II and SAVF III acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ Global Select Market.

Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Company.

ITEM 7.

Material to be Filed as Exhibits.


		Document

Exhibit 1	—	Schedule of Transactions

Exhibit 2	—	Joint Filing Agreement, dated October 24, 2008, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: October 24, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

Exhibit Index


		Document

Exhibit 1	—	Schedule of Transactions

Exhibit 2	—	Joint Filing Agreement, dated October 24, 2008, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-1 2 dex1.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 1

Schedule of Transactions

Shamrock Activist Value Fund, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
09/02/08	42,782	$	20.7596	$	888,137
09/03/08	42,782	$	20.4050	$	872,967
09/04/08	42,782	$	20.1582	$	862,408
09/05/08	28,522	$	19.8718	$	566,783
09/08/08	42,782	$	19.6936	$	842,532
09/09/08	42,782	$	20.3672	$	871,350
09/10/08	42,782	$	20.4703	$	875,760
09/11/08	42,782	$	20.6095	$	881,716
09/12/08	42,782	$	21.0832	$	901,981
09/15/08	42,782	$	21.4711	$	918,577
09/16/08	42,782	$	20.7020	$	885,673
09/18/08	28,522	$	19.9101	$	567,876
09/19/08	42,782	$	20.4957	$	876,847
09/22/08	42,782	$	19.4198	$	830,818
09/23/08	42,782	$	19.0415	$	814,633
09/24/08	42,782	$	19.0950	$	816,922
09/25/08	42,782	$	19.5997	$	838,514
09/26/08	42,782	$	19.9407	$	853,103
09/29/08	42,782	$	19.5206	$	835,130
09/30/08	42,782	$	19.5068	$	834,540
10/01/08	44,944	$	19.6089	$	881,302
10/02/08	44,944	$	19.4085	$	872,296
10/03/08	44,944	$	18.7741	$	843,783
10/06/08	44,944	$	17.7959	$	799,819
10/07/08	44,944	$	17.1673	$	771,567
10/08/08	44,944	$	16.5304	$	742,942
10/09/08	44,944	$	16.8786	$	758,592
10/10/08	44,944	$	15.1226	$	679,670
10/13/08	44,944	$	16.7586	$	753,199
10/14/08	44,944	$	17.1043	$	768,736
10/15/08	44,944	$	16.4571	$	739,648
10/16/08	44,944	$	16.1098	$	724,039

Shamrock Activist Value Fund, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
10/17/08	44,944	$	16.6010	$	746,115
10/20/08	44,944	$	15.6452	$	703,158
10/21/08	44,944	$	16.0310	$	720,497
10/22/08	44,944	$	16.1743	$	726,938
10/23/08	44,944	$	15.8150	$	710,789
10/24/08	44,944	$	15.8576	$	712,704

Total	1,636,112			$	30,292,061

Shamrock Activist Value Fund II, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
09/02/08	26	$	20.7596	$	540
09/03/08	26	$	20.4050	$	531
09/04/08	26	$	20.1582	$	524
09/05/08	17	$	19.8718	$	338
09/08/08	26	$	19.6936	$	512
09/09/08	26	$	20.3672	$	530
09/10/08	26	$	20.4703	$	532
09/11/08	26	$	20.6095	$	536
09/12/08	26	$	21.0832	$	548
09/15/08	26	$	21.4711	$	558
09/16/08	26	$	20.7020	$	538
09/18/08	17	$	19.9101	$	338
09/19/08	26	$	20.4957	$	533
09/22/08	26	$	19.4198	$	505
09/23/08	26	$	19.0415	$	495
09/24/08	26	$	19.0950	$	496
09/25/08	26	$	19.5997	$	510
09/26/08	26	$	19.9407	$	518
09/29/08	26	$	19.5206	$	508
09/30/08	26	$	19.5068	$	507
10/01/08	28	$	19.6089	$	549
10/02/08	28	$	19.4085	$	543
10/03/08	28	$	18.7741	$	526
10/06/08	28	$	17.7959	$	498
10/07/08	28	$	17.1673	$	481
10/08/08	28	$	16.5304	$	463
10/09/08	28	$	16.8786	$	473
10/10/08	28	$	15.1226	$	423
10/13/08	28	$	16.7586	$	469
10/14/08	28	$	17.1043	$	479
10/15/08	28	$	16.4571	$	461
10/16/08	28	$	16.1098	$	451
10/17/08	28	$	16.6010	$	465
10/20/08	28	$	15.6452	$	438
10/21/08	28	$	16.0310	$	449

Shamrock Activist Value Fund II, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
10/22/08	28	$	16.1743	$	453
10/23/08	28	$	15.8150	$	443
10/24/08	28	$	15.8576	$	444

Total	1,006			$	18,605

Shamrock Activist Value Fund III, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
09/02/08	2,192	$	20.7596	$	45,505
09/03/08	2,192	$	20.4050	$	44,728
09/04/08	2,192	$	20.1582	$	44,187
09/05/08	1,461	$	19.8718	$	29,033
09/08/08	2,192	$	19.6936	$	43,168
09/09/08	2,192	$	20.3672	$	44,645
09/10/08	2,192	$	20.4703	$	44,871
09/11/08	2,192	$	20.6095	$	45,176
09/12/08	2,192	$	21.0832	$	46,214
09/15/08	2,192	$	21.4711	$	47,065
09/16/08	2,192	$	20.7020	$	45,379
09/18/08	1,461	$	19.9101	$	29,089
09/19/08	2,192	$	20.4957	$	44,927
09/22/08	2,192	$	19.4198	$	42,568
09/23/08	2,192	$	19.0415	$	41,739
09/24/08	2,192	$	19.0950	$	41,856
09/25/08	2,192	$	19.5997	$	42,963
09/26/08	2,192	$	19.9407	$	43,710
09/29/08	2,192	$	19.5206	$	42,789
09/30/08	2,192	$	19.5068	$	42,759
10/01/08	28	$	19.6089	$	549
10/02/08	28	$	19.4085	$	543
10/03/08	28	$	18.7741	$	526
10/06/08	28	$	17.7959	$	498
10/07/08	28	$	17.1673	$	481
10/08/08	28	$	16.5304	$	463
10/09/08	28	$	16.8786	$	473
10/10/08	28	$	15.1226	$	423
10/13/08	28	$	16.7586	$	469
10/14/08	28	$	17.1043	$	479
10/15/08	28	$	16.4571	$	461
10/16/08	28	$	16.1098	$	451
10/17/08	28	$	16.6010	$	465
10/20/08	28	$	15.6452	$	438
10/21/08	28	$	16.0310	$	449

Shamrock Activist Value Fund III, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*		Total Purchase Price
10/22/08	28	$	16.1743	$	453
10/23/08	28	$	15.8150	$	443
10/24/08	28	$	15.8576	$	444

Total	42,882			$	860,879

*	Excludes Brokerage Commissions

EX-2 3 dex2.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 2

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Elizabeth Arden, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: October 24, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson
	Title:	Vice President

-----END PRIVACY-ENHANCED MESSAGE-----