SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

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, 44th Floor

Los Angeles, CA 90071

(213) 680-6400

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

 

 

November 4, 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

 

       1,995,664 Common Shares*

 

  9    SOLE DISPOSITIVE POWER

 

       0

 

10    SHARED DISPOSITIVE POWER

 

       1,995,664 Common Shares*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,995,664 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)

 

6.93%*

    
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

 

       1,230 Common Shares*

 

  9    SOLE DISPOSITIVE POWER

 

       0

 

10    SHARED DISPOSITIVE POWER

 

       1,230 Common Shares*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,230 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)

 

0.004%*

    
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

 

       43,106 Common Shares*

 

  9    SOLE DISPOSITIVE POWER

 

       0

 

10    SHARED DISPOSITIVE POWER

 

       43,106 Common Shares*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,106 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

 

Stanley P. Gold

   
  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

 

       0*

 

  9    SOLE DISPOSITIVE POWER

 

       0*

 

10    SHARED DISPOSITIVE POWER

 

       0*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0*

   
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%*

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

    

 

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 28660G106

 

  1  

NAME OF REPORTING PERSONS

 

Dennis A. Johnson

    
  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

 

       0*

 

  9    SOLE DISPOSITIVE POWER

 

       0*

 

10    SHARED DISPOSITIVE POWER

 

       0*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0*

   
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%*

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

    

 

* 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

 

       2,040,000 Common Shares*

 

  9    SOLE DISPOSITIVE POWER

 

        0

 

10    SHARED DISPOSITIVE POWER

 

       2,040,000 Common Shares*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,040,000 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)

 

7.08%*

    
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

 

       2,040,000 Common Shares*

 

  8    SHARED VOTING POWER

 

       0

 

  9    SOLE DISPOSITIVE POWER

 

       2,040,000 Common Shares*

 

10    SHARED DISPOSITIVE POWER

 

       0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,040,000 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)

 

7.08%*

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

    

 

* See Item 5 hereof

ITEM 1. Security and Issuer.

This statement amends the Schedule 13D dated October 24, 2008 (the “Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and together, with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and collectively, with SAVF, SAVF II, SAVF III, Stanley P. Gold, an individual (“Mr. Gold”), Dennis A. Johnson, an individual (“Mr. Johnson”), and the General Partner, the “Reporting Persons”), with respect to the Common Stock, $.01 par value per share (“Common Shares”), of Elizabeth Arden, Inc., a Florida corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

 

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 359,552 Common Shares reported herein was $6,026,091 (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 224 Common Shares reported herein was $3,754 (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 224 Common Shares reported herein was $3,754 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

 

ITEM 4. Purpose of Transaction.

The Shamrock Activist Value Fund acquired the 2,040,000 shares owned by it based on the Reporting Persons’ belief that the Common Shares represent an attractive investment opportunity.

The Reporting Persons (a) may determine from time to time to acquire additional securities of the Company in the open market, in private transactions or otherwise, and (b) may determine from time to time to sell some or all of the securities they now hold or hereafter acquire, in each case based on factors that such Reporting Persons may deem relevant, which may include, without limitation, (i) market and general economic conditions, (ii) the business affairs and financial conditions of the Company, (iii) the availability of securities at favorable prices, (iv) alternative investment opportunities available to the Reporting Persons, (v) new or increases or decreases in capital commitments from partners in the Shamrock Activist Value Fund, (vi) the capital requirements of the Shamrock Activist Value Fund, (vii) to honor

redemption requests from partners in SAVF, SAVF II or SAVF III, or (viii) other factors from time to time deemed to be relevant by such Reporting Persons.

Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of 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. Each of SAVF, SAVF II and SAVF III disclaims beneficial ownership of any Common Shares owned by the others.

SAVF is the owner of 1,995,664 Common Shares, which represents approximately 6.93% of the issued and outstanding Common Shares. SAVF II is the owner of 1,230 Common Shares, which represents approximately 0.004% of the issued and outstanding Common Shares. SAVF III is the owner of 43,106 Common Shares, which represents approximately 0.15% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 2,040,000 Common Shares, which represents approximately 7.08% of the issued and outstanding Common Shares.

Mr. Gold is a Managing Member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of each of SAVF, SAVF II and SAVF III. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners, and the Portfolio Manager of the Shamrock Activist Value Fund, and as such has primary responsibility for portfolio investment decisions relating to the Shamrock Activist Value Fund. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

As the general partner of the Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 2,040,000 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 7.08% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,040,000 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 7.08% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,040,000 Common Shares

owned by the 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 2,040,000 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2 of the Schedule 13D, as previously filed.

The percentages of ownership figures set forth above and in this response to Items 5(a) and 5(b) assumes that 28,800,921 Common Shares were outstanding as of November 4, 2008, as represented by the Company in its Definitive Proxy Statement filed with the Securities and Exchange Commission on October 14, 2008.

(c) Since October 24, 2008 (the date of the Schedule 13D), 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 3 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 beneficially owns any Common Shares or has effected any transactions in Common Shares since October 24, 2008 (the date of the Schedule 13D).

(d) Not applicable.

(e) Not applicable.

 

ITEM 7. Material to be Filed as Exhibits.

 

         

Document

Exhibit 3

    —    Schedule of Transactions

Exhibit 4

    —    Joint Filing Agreement, dated November 5, 2008, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Stanley P. Gold, Dennis A. Johnson, 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: November 5, 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

/s/ Stanley P. Gold

Stanley P. Gold

/s/ Dennis A. Johnson

Dennis A. Johnson

 

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 3

    —    Schedule of Transactions

Exhibit 4

    —    Joint Filing Agreement, dated November 5, 2008, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.