Amended Statement of Beneficial Ownership (sc 13d/a)
September 14 2016 - 12:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
(Amendment No. 9)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Elizabeth
Arden, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
28660G106
(CUSIP Number)
M. Allison Steiner
Nightingale GP LLC
630 Fifth Avenue, Suite 2710
New York, New York 10111
(212) 218-6700
With a copy to:
Trevor S. Norwitz
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 7, 2016
(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 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 (the “
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
).
1
|
NAME OF REPORTING PERSON
Nightingale Onshore Holdings L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
None
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Nightingale Offshore Holdings L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
None
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Nightingale GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None*
|
8
|
SHARED VOTING POWER
None*
|
9
|
SOLE DISPOSITIVE POWER
None*
|
10
|
SHARED DISPOSITIVE POWER
None*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
None*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
None*
|
14
|
TYPE OF REPORTING PERSON
OO
|
*Amount reported previously should
have been 6,516,354.
1
|
NAME OF REPORTING PERSON
Rhône Capital IV L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None*
|
8
|
SHARED VOTING POWER
None*
|
9
|
SOLE DISPOSITIVE POWER
None*
|
10
|
SHARED DISPOSITIVE POWER
None*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
None*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
None*
|
14
|
TYPE OF REPORTING PERSON
PN
|
*Amount reported previously should
have been 6,537,164.
1
|
NAME OF REPORTING PERSON
Rhône Holdings IV L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None*
|
8
|
SHARED VOTING POWER
None*
|
9
|
SOLE DISPOSITIVE POWER
None*
|
10
|
SHARED DISPOSITIVE POWER
None*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
None*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
None*
|
14
|
TYPE OF REPORTING PERSON
OO
|
*Amount reported previously should have been 6,537,164.
1
|
NAME OF REPORTING PERSON
Rhône Capital L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
¨
REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None*
|
8
|
SHARED VOTING POWER
None*
|
9
|
SOLE DISPOSITIVE POWER
None*
|
10
|
SHARED DISPOSITIVE POWER
None*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
None*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
None*
|
14
|
TYPE OF REPORTING PERSON
OO
|
*Amount reported previously should
have been 6,537,164.
This Amendment No. 9 (this “
Amendment
”) amends
the Schedule 13D, and related amendments, filed by the following entities (collectively referred to herein as the “
Reporting
Persons
” and each as a “
Reporting Person
”) with the U.S. Securities and Exchange Commission on August
22, 2014 (as previously amended, the “
Initial Statement
”):
|
(a)
|
Nightingale Onshore Holdings L.P., a Delaware limited partnership and Nightingale Offshore Holdings L.P., a Delaware limited
partnership (the “
Purchasers
”).
|
|
(b)
|
Nightingale GP LLC, a Delaware limited liability company.
|
|
(c)
|
Rhône Capital IV L.P., a Delaware limited partnership.
|
|
(d)
|
Rhône Holdings IV L.L.C., a Delaware limited liability company.
|
|
(e)
|
Rhône Capital L.L.C., a Delaware limited liability company.
|
Capitalized
terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement. Except
as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons
in the Initial Statement.
ITEM 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby
amended to add the following:
1.
(a) –
(b)
The Reporting Persons do not beneficially own any shares of Common Stock or shares of Series A Serial A Preferred Stock,
as of September 7, 2016.
2.
(c)
On
September 7, 2016, (i) each share of Common Stock beneficially owned by the Reporting Persons was cancelled and converted into
the right to receive $14.00 per share in cash, par value $0.01 per share, pursuant to
an Agreement and Plan of Merger dated as of June 16, 2016 (the “
Merger Agreement
”) with Revlon, Inc., a Delaware
corporation, and (ii) each share of Series A Serial Preferred Stock beneficially owned by the Reporting Persons was cancelled and
converted into the right to receive $1,157.43 per share in cash, par value $0.01 per share, pursuant to the Merger Agreement.
3.
(d)
Not applicable.
4.
(e)
The
Reporting Persons ceased to beneficially own more than 5% of the shares of both Common Stock and Series A Serial Preferred
Stock on September 7, 2016.
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.
Date: September 14, 2016
|
|
Nightingale Onshore Holdings L.P.
By: Nightingale GP LLC, its general partner
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Manager
|
|
|
|
|
|
|
|
Nightingale Offshore Holdings L.P.
By: Nightingale GP LLC, its general partner
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Manager
|
|
|
|
|
|
|
|
Nightingale GP LLC
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Manager
|
|
|
Rhône Capital IV L.P.
By: Rhône Holdings IV L.L.C., its general partner
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
|
Rhône Holdings IV L.L.C.
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
|
Rhône Capital L.L.C.
|
|
|
|
|
|
By:
|
|
/s/ Franz-Ferdinand Buerstedde
|
|
|
Name:
|
|
Franz-Ferdinand Buerstedde
|
|
|
Title:
|
|
Manager
|
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