SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DEPARTMENT 56 INCORPORATED
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
249509100
(CUSIP Number)
* 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 the disclosure 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 ("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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
70,000
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
744,054 (see footnote 1)
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
70,000
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
3,714,715 (see footnote 1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,784,715
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)
18.37% (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 20,603,817 shares outstanding at
October 4, 1997.
<PAGE>
CUSIP No. 249509100
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Yacktman Funds, 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
6 SHARED VOTING POWER
2,190,000
SHARES
-0-
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY
-0-
EACH
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,190,000
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)
10.63% (see footnote 1)
12 TYPE OF REPORTING PERSON
IV
1 Based upon an aggregate of 20,603,817 shares outstanding at
October 4, 1997.
<PAGE>
CUSIP No. 249509100
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
744,054
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
3,714,715
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,714,715
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)
18.03% (see footnote 1)
12 TYPE OF REPORTING PERSON
IA
Based upon an aggregate of 20,603,817 shares outstanding at
October 4, 1997.
<PAGE>
This Amendment No. 1 to the undersigned's Schedule 13G, which
was originally filed on March 7, 1997 (the "Schedule 13G") with regard to
Department 56 Incorporated (the "Issuer") is being filed to amend Item 4
of the Schedule 13G. Except as expressly stated herein, there have been
no material changes in the information set forth in the Schedule 13G.
Item 4. Ownership.
Donald A. Yacktman
(a) Amount Beneficially Owned: 3,784,715
(b) Percent of Class: 18.37%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 70,000
(ii) shared power to vote or to direct the vote: 744,054
(iii) sole power to dispose or to direct the
disposition of: 3,714,715
(iv) shared power to dispose or to direct the
disposition of: 3,784,715
The Yacktman Funds, Inc.
(a) Amount Beneficially Owned: 2,190,000
(b) Percent of Class: 10.63%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,190,000
(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: 3,714,715
(b) Percent of Class: 18.03%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 744,054
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 3,714,715
(iv) shared power to dispose or to direct
the disposition of: -0-
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.
February 5, 1998
Date
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUNDS, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman
President
