SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DEPARTMENT 56 INCORPORATED
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
249509100
(CUSIP Number)
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 ("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).
<PAGE>
CUSIP No. 249509100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald A. Yacktman - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
60,000
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
431,000 (see footnote 1)
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
60,000
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
3,017,100 (see footnote 1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.15% (see footnote 2)
12 TYPE OF REPORTING PERSON
IN
1 Represents shares beneficially owned by Yacktman Asset Management
Co.; the undersigned holds 100% of the outstanding shares of capital
stock of Yacktman Asset Management Co.
2 Based upon an aggregate of 21,750,000 shares outstanding at December
31, 1996.
<PAGE>
CUSIP No. 249509100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Yacktman Fund, Inc. - 36-3831621
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NUMBER OF
2,150,000
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,150,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.89% (see footnote 1)
12 TYPE OF REPORTING PERSON
IV
1 Based upon an aggregate of 21,750,000 shares outstanding at December
31, 1996.
<PAGE>
CUSIP No. 249509100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yacktman Asset Management Co. - 36-3780592
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
5 SOLE VOTING POWER
NUMBER OF
431,000
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
3,017,100
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,017,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.87% (see footnote 1)
12 TYPE OF REPORTING PERSON
IA
1 Based upon an aggregate of 21,750,000 shares outstanding at December
31, 1996.
<PAGE>
Item 1(a). Name of Issuer:
Department 56 Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
One Village Place
6436 City West Parkway
Eden Prairie, Minnesota 55344
Item 2(a). Name of Person Filing:
The filers of this Schedule 13G are: (i) Donald A. Yacktman ("Yacktman");
(ii) The Yacktman Fund, Inc. ("The Yacktman Fund"), an investment company
registered under the Investment Company Act of 1940; and (iii) Yacktman
Asset Management Co. ("Yacktman Asset Management"), an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.
Yacktman holds 100% of the outstanding shares of capital stock of Yacktman
Asset Management. Attached as Exhibit 1 hereto is an agreement among
Yacktman, The Yacktman Fund and Yacktman Asset Management that this
Schedule 13G is filed on behalf of each of them.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
(for each of Yacktman, The Yacktman Fund and Yacktman Asset Management)
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
Item 2(c). Citizenship:
Yacktman is a United States citizen.
The Yacktman Fund is a Maryland corporation.
Yacktman Asset Management is an Illinois corporation.
Item 2(d). Title of Class or Securities:
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
249509100
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act
[ ] Bank as defined in Section 3(a)(6) of the Act
[ ] Insurance Company as defined in Section 3(a)(19) of the Act
[X ] Investment Company registered under Section 8 of the Investment
Company Act (as to The Yacktman Fund)
[X ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940 (as to Yacktman Asset
Management)
[ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
[X ] Parent Holding Company (as to Yacktman)
[ ] Group
[ ] N/A
Item 4. Ownership.
Donald A. Yacktman
(a) Amount Beneficially Owned: 3,077,100
(b) Percent of Class: 14.15%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote: 60,000
(ii) shared power to vote or to direct the vote:
431,000
(iii) sole power to dispose or to direct the
disposition of: 60,000
(iv) shared power to dispose or to direct the
disposition of: 3,017,100
The Yacktman Fund, Inc.
(a) Amount Beneficially Owned: 2,150,000
(b) Percent of Class: 9.89%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote:
2,150,000
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Yacktman Asset Management Co.
(a) Amount Beneficially Owned: 3,017,100
(b) Percent of Class: 13.87%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote:
431,000
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 3,017,100
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
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.
March 6, 1997
Date
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUND, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President and Treasurer
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
<PAGE>
EXHIBIT 1
AGREEMENT dated as of March 6, 1997, by and among Donald A.
Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois
corporation ("Yacktman Asset Management") and The Yacktman Fund, Inc., a
Maryland corporation (the "Yacktman Fund").
WHEREAS, in accordance with Rule 13d-1(f) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed
whenever two or more persons are required to file a statement pursuant to
Section 13(d) of the Act with respect to the same securities, provided
that said persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Each of Yacktman, Yacktman Asset Management and The Yacktman
Fund hereby agree, in accordance with Rule 13d-1(f) under the Act, to file
one Statement on Schedule 13G relating to their ownership of the Common
Stock of Department 56 Incorporated and hereby further agree that said
Statement shall be filed on behalf of each of Yacktman, Yacktman Asset
Management and The Yacktman Fund. Nothing herein shall be deemed to be an
admission that the parties hereto, or any of them, are members of a
"group" (within the meaning of Section 13(d) of the Act and the rules
promulgated thereunder) with respect to any securities of Department 56
Incorporated.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUND, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President and Treasurer
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
