As filed with the Securities and Exchange Commission on December
30, 1996
Registration No. 333-17005
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
DEPARTMENT 56, INC.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 13-3684956
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or Number)
Organization)
One Village Place, 6436 City West Parkway
Eden Prairie, Minnesota 55344
(612) 944-5600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
David H. Weiser, Esq.
DEPARTMENT 56, INC.
One Village Place, 6436 City West Parkway
Eden Prairie, Minnesota 55344
(612) 944-5600
(Name, address, including zip code, and telephone number,
including area code, of Agent for service)
--------------------
Copies of all communications, including communications sent to
agent for service, should be sent to:
Lois Herzeca, Esq.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
One New York Plaza
New York, New York 10004
(212) 859-8000
--------------------
Approximate date of commencement of proposed sale to public: As
soon as practicable after the effective date of this Registration
Statement.
--------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
--------------------
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.
=================================================================
EXPLANATORY NOTE
This Registration Statement covers the distribution of
2,279,952 shares of Common Stock, par value $.01 per share, of
Department 56, Inc., a Delaware corporation (the "Company"), by
the Partnerships to the Selling Stockholders (as such terms are
defined in the Prospectus) and the resale of such shares by the
Selling Stockholders. The same Prospectus is being utilized with
respect to both the distribution and the resale of the shares
registered.
[RED HERRING]
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
Subject to completion, Dated December 30, 1996
PROSPECTUS
2,279,952 Shares
DEPARTMENT 56, INC.
Common Stock
(par value $.01 per share)
--------------------
The 2,279,952 shares of Common Stock, par value $.01 per share
(the "Common Stock"), of Department 56, Inc., a Delaware
corporation (the "Company"), are being offered by the Selling
Stockholders named herein. See "Selling Stockholders" and "Plan
of Distribution." These shares represent approximately 10.6% of
the total number of shares of Common Stock outstanding as of
December 30, 1996. On Friday, December 27, 1996, the last
reported sale price of the Common Stock, listed under the symbol
"DFS", on the New York Stock Exchange was $24.63 per share.
--------------------
See "Risk Factors," beginning on page 3, for a discussion of
certain factors which should be considered by prospective
purchasers of the Common Stock offered hereby.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
Selling Stockholders may sell the shares being offered
hereby in transactions on the New York Stock Exchange, in
negotiated transactions or otherwise, at market prices prevailing
at the time of the sale or at negotiated or fixed prices.
Selling Stockholders may sell some or all of the shares in
transactions involving broker-dealers, who may act either as
agent or principal. To the extent required, the aggregate amount
of Common Stock being offered and the terms of the offering, the
names of the Selling Stockholders, the names of any such agents,
dealers or underwriters and any applicable commission with
respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to
the Selling Stockholders from the sale of the Common Stock will
be the selling price of the Common Stock sold less the aggregate
agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution not borne by the
Company. The Company will pay substantially all of the expenses
to be incurred, including those to be incurred by the Selling
Stockholders, in connection with the Registration Statement of
which this Prospectus is a part (other than such commissions and
discounts), estimated to be $100,000. See "Selling Stockholders"
and "Plan of Distribution" herein for a description of
indemnification arrangements between the Company and the Selling
Stockholders and possible indemnification arrangements for
agents, dealers and underwriters. None of the proceeds from the
sale of the Common Stock will be received by the Company.
The Selling Stockholders and any agents, dealers or
underwriters that participate with the Selling Stockholders in
the distribution of the Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received
by them and any profit on the resale of the Common Stock
purchased by them may be deemed underwriting commissions or
discounts under the Securities Act.
The date of this Prospectus is --------------------, 199---.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other
information, as well as the Registration Statement and the
consolidated financial statements, schedules and exhibits
thereto, may be inspected and copied at the offices of the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549 and
at the following regional offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material or any part thereof may also be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington D.C. 20549 at prescribed rates.
The SEC also maintains a Web site (http://www.sec.gov) from which
such reports, proxy statements and other information concerning
the Company may be obtained. The Common Stock is traded on the
New York Stock Exchange ("NYSE") and such reports and other
information may also be inspected at the offices of the NYSE, 20
Broad Street, New York, NY 10005.
The Company has filed with the Commission in Washington,
D.C. a Registration Statement (of which this Prospectus is a part
and which term shall encompass any amendments thereto) on Form S-
3 under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which
have been omitted as permitted by the rules and regulations
of the Commission. Statements contained herein concerning
the provisions of any document are not necessarily complete;
reference is made to the exhibits for a more complete
description of the matters involved, and each such statement
shall be deemed qualified in its entirety by such reference.
All material elements of any such documents or descriptions are
included in this Prospectus. For further information pertaining
to the shares offered hereby and to the Company, reference is
made to the Registration Statement, including the consolidated
financial statements, schedules and exhibits filed as a part
thereof and incorporated therein by reference.
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, upon written or oral request
of such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Such requests should be directed to the Corporate Secretary,
Department 56, Inc., One Village Place, 6436 City West Parkway,
Eden Prairie, MN 55344 (telephone (612) 944-5600).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995, its Current Reports on Form 8-K, dated
February 12, 1996, February 15, 1996 and November 14, 1996, its
Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 30, 1996, June 29, 1996 and September 28, 1996, and the
description of its Common Stock set forth in its Form 8-A, dated
April 23, 1993, as amended, and all documents incorporated by
reference therein, all of which have been filed with the
Commission, are hereby incorporated by reference into this
Prospectus. All documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the
termination of the offering covered by this Prospectus will be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY
The Company is a leading designer, importer and distributor
of fine quality collectibles and other giftware products sold
through gift, home accessory and specialty retailers. The
Company is best known for its Village Series of collectible,
handcrafted, lit ceramic and porcelain houses, buildings and
related accessories in the Original Snow Village Collection and
The Heritage Village Collection as well as its extensive line of
holiday and home decorative accessories, including its Snowbabies
collectible porcelain and pewter handpainted figurines.
The Company's principal executive offices are located at One
Village Place, 6436 City West Parkway, Eden Prairie, MN 55344,
and the telephone number of the Company is (612) 944-5600.
RISK FACTORS
In addition to the matters described in the documents
incorporated by reference herein, the following Risk Factor
should be considered by prospective purchasers of the Common
Stock offered hereby:
FOREIGN MANUFACTURING AND RESTRICTIONS ON IMPORTS.
The Company does not own or operate any manufacturing
facilities and imports most of its products from manufacturers in
the Pacific Rim, primarily The People's Republic of China, Taiwan
(Republic of China) and The Philippines. The Company also
imports a small percentage of its products from sources in
Europe, primarily Italy, England and Germany.
The Company's ability to import products and thereby satisfy
customer orders is affected by the availability of, and demand
for, quality production capacity abroad. The Company competes
with other importers of specialty giftware products for the
limited number of foreign manufacturing sources which can produce
detailed, high-quality products at affordable prices. The
Company is subject to the following risks inherent in foreign
manufacturing: fluctuations in currency exchange rates; economic
and political instability; transportation delays; restrictive
actions by foreign governments; nationalizations; the laws and
policies of the United States affecting importation of goods
(including duties, quotas and taxes); and trade and foreign tax
laws. In particular, the Company's costs could be adversely
affected if the currencies of other countries in which the
Company conducts business appreciate significantly relative to
the United States dollar.
Substantially all of the Company's products are subject to
United States customs duties and regulations pertaining to the
importation of goods, including requirements for the marking of
certain information regarding the country of origin on the
Company's products. In the ordinary course of its business, from
time to time, the Company is involved in disputes with the United
States Customs Service regarding the amount of duty to be paid,
the value of merchandise to be reported or other customs
regulations with respect to certain of the Company's imports,
which may result in the payment of additional duties and/or
penalties, or which may result in the refund of duties to the
Company. The United States and the countries in which the
Company's products are manufactured or shipped may, from time to
time, impose new quotas, duties, tariffs or other charges or
restrictions, or adjust presently prevailing quotas, duty or
tariff levels, which could adversely affect the Company's
financial condition or results of operations or its ability to
continue to import products at current or increased levels. In
particular, the Company's costs may be increased, or the mix of
countries from which it sources its products may be changed, in
the future if countries which are currently accorded "Most
Favored Nation" status by the United States cease to have such
status or the United States imposes retaliatory duties against
imports from such countries. The Company cannot predict what
regulatory changes may occur or the type or amount of any
financial impact on the Company which such changes may have in
the future.
In fiscal year 1995, approximately 40% (as compared to 29%
in 1994) of the Company's imports were manufactured in The
People's Republic of China, which is currently accorded "Most
Favored Nation" status and generally is not subject to U.S.
retaliatory duties. The proportion of the Company's imports
manufactured in The People's Republic of China increased in 1996
and the Company expects such proportion will increase further in
the future. Various commercial and legal practices widespread in
The People's Republic of China, including the handling of
intellectual properties, as well as certain political and
military actions taken by The People's Republic of China in
relation to Taiwan, are under review by the United States
government and, accordingly, the duty treatment of goods
imported from The People's Republic of China is subject to political
uncertainties. To the extent The People's Republic of China
ceased to have "Most Favored Nation" status or its exports were
subject to political retaliation, the cost of importing products
from such country would increase significantly, and the Company
believes that there could be a short-term adverse effect on the
Company until alternative manufacturing arrangements were
obtained.
USE OF PROCEEDS
The shares of Common Stock covered by this Prospectus are
offered for the account of the Selling Stockholders. The Company
will not receive any of the proceeds from the sale of Common
Stock offered hereby. See "Selling Stockholders".
SELLING STOCKHOLDERS
The Selling Stockholders consist of individuals,
corporations, trusts and other entities that have undivided
interests in the Partnerships discussed in "Plan of
Distribution." Following the distribution of the shares held by
the Partnerships to such persons, they will hold the shares for
their own accounts. Except for Nicholas C. Forstmann, Theodore
J. Forstmann, Wm. Brian Little, Sandra J. Horbach and Arthur T.
Shorin, who are directors of the Company, none of the Selling
Stockholders has held a position, office or had a material
relationship with the Company within the past three years other
than as a result of the ownership of the Common Stock and certain
debt instruments of the Company, and the ownership of interests
in the Partnerships.
The following table sets forth for each Selling Stockholder
the number of shares of Common Stock beneficially owned, as of
December 27, 1996, after giving pro forma effect to the
distribution of shares by the Partnerships. Except as
specifically indicated in the notes to the table, this
Prospectus covers the offering by the Selling Stockholders of all
of the shares listed in the table, and if all of such shares are
sold by the Selling Stockholders, the Selling Stockholders will
no longer own any shares of Common Stock:
SHARES BENEFICIALLY OWNED FOLLOWING DISTRIBUTION:
Name Number Percent
- -------------------------------------------- ------ -------
*
William R. Acquavella 3,396 *
Aetna Casualty & Surety Company 8,387 *
Aetna Life Insurance Company 47,228 *
William J. Armfield, IV 849 *
BankAmerica Capital Corporation 139,988 *
Michel C. Bergerac 3,395 *
Bankers Trust Company as Trustee of the GTE 95,974 *
Service Corporation Plan for Employees'
Pensions
Pitt & Co. 45,950 *
3M Employee Retirement Income Plan 44,931 *
Kodak Retirement Income Plan 98,450 *
Eli Broad 25,462 *
James E. Burke 1,697 *
Capiltech Holding Corp. 5,092 *
Boeing Employee Retirement Plan 138,191 *
James J. Delmonico 509 *
Citibank FSB as Directed Trustee of the 53,419 *
Delta Master Trust
Trustees of General Electric Pension Trust 285,188 1.3%
Richard P. Hausman 1,696 *
Herbert Family Trust, UA Dtd.4/20/82 1,357 *
Marilyn Hausman, Successor Trust UA Dtd. 848 *
1/29/91
Gavin Herbert, Successor Trust, UA Dtd. 848 *
1/29/91
Lewis J. Whitney, III, TTEE 170 *
William J. Cox 170 *
Hillman/Dover Limited Partnership 33,949 *
Chase Manhattan Bank as directed Trustee for 227,151 1.1%
the IBM Retirement Fund
Indofin Partners L.P. 3,395 *
Robert F. Johnston 2,546 *
Hare & Co. 27,957 *
George A. Kellner 1,698 *
Kincaid Family Trust 849 *
Steven M. Kincaid 849 *
Terry Allen Kramer 5,093 *
Jader Trust #4 8,486 *
John J. Langdon 1,697 *
Roger D. Lapham, Jr. 679 *
Lilly F. Lawrence 424 *
Howard H. Leach Living Trust utd 9/5/86 as 8,123 *
amended 2/17/95
Gretchen Leach Living Trust 331 *
Dayna Karol Parker 33 *
Leeway & Co. 196,700 *
The London Mortgage Trust Ltd. 5,092 *
CBC Capital Partners, Inc. 70,393 *
Pension Reserves Investment Management. 27,957 *
Board
McMicking Ventures I 850 *
Merifin Capital N.V. 16,974 *
Kane & Co. (NY State Ret.) 179,725 *
T.I. Employees Pension Trust 53,419 *
Henry M. O'Neill Jr. 5,092 *
Ophelia Holdings Inc. 3,395 *
Roger S. Penske 1,697 *
Arthur T. Shorin (1)(2) 36,697 *
Joel B. Leff 1,697 *
Daniel J. Sullivan 1,697 *
Tinicum Investors 16,550 *
State of Wisconsin Investment Board 531,976 2.47%
Cecile Zilkha 3,396 *
Kenneth F. Yontz 849 *
Transom Investments N.V. 33,949 *
Richard W. Vieser 1,697 *
Theodore J. Forstmann 92,962 *
Wm. Brian Little (1) 80,745 *
Judith A. Billings 828 *
Judith A. Little 1,696 *
Gregory S. Little 1,696 *
Jacqueline P. Little 1,696 *
Nicholas C. Forstmann 48,163 *
John A. Sprague 23,452 *
Steven B. Klinsky 22,814 *
Winston W. Hutchins 5,224 *
Sandra J. Horbach (1) 10,021 *
- --------------------
* The percentage of shares of Common Stock beneficially owned
is less than one percent of the outstanding shares of Common
Stock.
(1) Includes the following number of shares in addition to the
shares being distributed from the Partnerships: State of
Wisconsin Investment Board, 450,600 shares; Trustees of
General Electric Pension Trust, 10,000 shares; Sandra J.
Horbach, 5,000 shares; Arthur T. Shorin, 35,000 shares; Wm.
Brian Little, 25,000 shares. These shares are not being
offered pursuant to this Prospectus and will continue to be
beneficially owned by such Selling Stockholders following
the sale of all shares offered hereby.
(2) Includes options to purchase 30,000 shares of Common Stock
of the Company. Each director who is neither a partner in
FLC Partnership, L.P. nor a current or former officer of the
Company or its subsidiaries was granted, in connection with
his initial election to the Board of Directors of the
Company, an option to purchase 30,000 shares of Common Stock
at an exercise price equal to the fair market value of the
Common Stock on the date of the grant and becoming
exercisable in equal annual installments over a period of 3
years.
PLAN OF DISTRIBUTION
On --------------------, 199---, Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-IV
("MBO-IV") and Department 56 Partners, L.P. ("Department 56
Partners," and, together with MBO-IV, the "Partnerships") which
previously owned beneficially approximately 5.0% and 5.6% of the
outstanding shares of Common Stock, respectively, will
distribute, pursuant to the Registration Statement of which this
Prospectus is a part (the "Distribution"), all of the shares of
Common Stock owned by each of them to their respective partners.
In certain instances, some of the partners of the Partnerships
will further distribute such shares of Common Stock to their
ultimate beneficial owners (some of whom already own shares of
Common Stock in their individual capacities), all of which shares
are being offered for sale hereby. The distributees of the
shares of Common Stock previously owned by the Partnerships are
hereinafter collectively referred to as the "Selling
Stockholders," each of whose name and share ownership is set
forth under the caption "Selling Stockholders." The Company has
agreed to register under the Securities Act the shares of Common
Stock being sold by the Selling Stockholders. The Company will
pay substantially all of the expenses to be incurred by the
Selling Stockholders in connection with the Registration
Statement of which this Prospectus is a part (other than
commissions and discounts), estimated to be $100,000. The
Company will not receive any proceeds from this offering. The
Company has agreed to indemnify the Selling Stockholders and
their agents, underwriters and dealers against certain civil
liabilities, including liabilities under the Securities Act.
Selling Stockholders may sell the shares being offered
hereby in transactions on the NYSE, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or
at negotiated or fixed prices. Selling Stockholders may sell
some or all of the shares in transactions involving broker-
dealers (including, among others, Goldman, Sachs & Co., who will
initially be acting as custodian with respect to the shares
distributed to the Selling Stockholders), who may act either as
agent or principal, and who may receive compensation in the form
of discounts, commissions or concessions from Selling
Stockholders or the purchaser of shares for whom such broker-
dealers act as agent or to whom they sell as principal, or both.
At the time a particular offer of shares of Common Stock is
made, a Prospectus Supplement will be distributed, to the extent
required, which will set forth the aggregate number of shares of
Common Stock being offered and the material terms of the
offering, including the name or names of any underwriters,
dealers or agents, the purchase price to be paid by any
underwriter or dealer for Common Stock purchased from the Selling
Stockholders, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or
paid to dealers, and the proposed selling price to the public.
The Selling Stockholders and any underwriters, dealers or
agents that participate in the distribution of the Common Stock
may be deemed to be "underwriters" under the Securities Act, and
any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
EXPERTS
The consolidated balance sheets of the Company as of
December 30, 1995 and December 31, 1994, the related consolidated
statements of income, stockholders' equity and cash flows for the
years ended December 30, 1995, December 31, 1994 and January 1,
1994 and the related financial statement schedules, incorporated
in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 30, 1995, have been
audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference and
have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and
auditing.
LEGAL OPINION
The validity of the shares of Common Stock being offered by
this Prospectus is being passed upon for the Company by Fried,
Frank, Harris, Shriver & Jacobson, a partnership including
professional corporations.
=================================================================
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus, and, if given or made, such information or
representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to
sell, or the solicitation of an offer to buy, any securities
other than the securities to which it relates or an offer to
sell, or the solicitation of an offer to buy, such securities in
any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time
subsequent to its date.
=================================================================
Table of Contents
Page
----
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Risk Factors 3
Use Of Proceeds 4
Selling Stockholders 4
Plan of Distribution 7
Experts 7
Legal Opinion 7
=================================================================
2,279,952 Shares
DEPARTMENT 56, INC.
Common Stock
--------------------
PROSPECTUS
--------------------
--------------------, 199---
=================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of expenses of the
Company in connection with the issuance of the Common Stock being
registered. All of the expenses are estimated, except for the
registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission $ 16,450.20
registration fee
Legal fees and expenses 50,000.00
Miscellaneous 33,549.80
-----------
Total $100,000.00
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
The By-Laws of the Company generally provide that the
Company shall indemnify, to the fullest extent permitted by
Delaware law, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit, investigation, administrative hearing or any other
proceeding (each, a "Proceeding") by reason of the fact that he
is or was a director or officer of the Company, or is or was
acting at the request of the Company as a director, officer,
employee or agent of another entity, against expenses (including
attorneys' fees) and losses, claims, liabilities, judgments,
fines and amounts paid in settlement actually incurred by him in
connection with such Proceeding. The By-Laws also provide that
the Company may advance litigation expenses to a director,
officer, employee or agent upon receipt of an undertaking by or
on behalf of such director, officer, employee or agent to repay
such amount if it is ultimately determined that the director,
officer, employee or agent is not entitled to be indemnified by
the Company.
The Restated Certificate of Incorporation provides that
directors of the Company shall not be liable to the Company or
any of its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability in respect of
(i) a breach of the director's duty of loyalty to the Company or
its stockholders, (ii) any acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) any willful or negligent declaration of an unlawful
dividend, stock purchase or redemption or (iv) any transaction
from which the director derived an improper personal benefit.
The Restated Certificate of Incorporation also provides that if
the Delaware General Corporation Law (the "DGCL") is amended to
permit further elimination or limitation of the personal
liability of directors then the liability of the directors of the
Company shall be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.
The Company has entered into, or intends to enter into,
agreements to provide indemnification for its directors and
certain officers in addition to the indemnification provided for
in the By-Laws. These agreements, among other things, will
indemnify the Company's directors and certain officers to the
fullest extent permitted by Delaware law for certain expenses
(including attorneys' fees), and all losses, claims, liabilities,
judgments, fines and settlement amounts incurred by such persons
arising out of or in connection with such persons' service as a
director or officer of the Company or an affiliate of the
Company.
Policies of insurance are maintained by the Company under
which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against certain
expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits
or proceedings to which they are parties by reason of being or
having been such directors or officers.
Item 16. Exhibits and Financial Statement Schedules
A. Exhibits:
1 -- Not Applicable.
2 -- Not Applicable.
4 -- Specimen form of the Company's Common
Stock Certificate. (Incorporated
herein by reference to Exhibit 4.1
of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 1, 1994).
5 -- Opinion of Fried, Frank, Harris,
Shriver & Jacobson as to the
validity of the securities being
registered.
8 -- Not Applicable.
12 -- Not Applicable.
15 -- Not Applicable.
23.1 -- Consent of Fried, Frank, Harris,
Shriver & Jacobson (included in
Exhibit 5).
23.2 -- Independent Auditor's Consent of
Deloitte & Touche LLP.
24 -- Power of Attorney. *
25 -- Not Applicable.
26 -- Not Applicable.
27 -- Not Applicable.
--------------------
* Previously filed.
All supporting schedules have been omitted either because
they are not required or the information required to be set forth
therein is included in the financial statements or in the notes
thereto.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
unless, in the case of clauses (i) and (ii) above, the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the city of Eden Prairie, State of
Minnesota, on December 30, 1996.
DEPARTMENT 56, INC.
By: /s/ Susan E. Engel
-------------------------
Susan E. Engel
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity in which signed Date
- --------- ------------------------ ----
* Chairman of the Board and 12/30/96
- --------------------- Director
Edward R. Bazinet
/s/ Susan E. Engel President, Chief Executive 12/30/96
- --------------------- Officer and Director
Susan E. Engel (Principal Executive
Officer)
* Chief Financial Officer 12/30/96
- --------------------- and Vice President _
Mark R. Kennedy Administration
(Principal Financial
Officer)
* Vice President _ Finance 12/30/96
- --------------------- and Principal Accounting
Timothy J. Schugel Officer (Principal
Accounting Officer)
Todd L. Bachman Director 12/30/96
*
- ---------------------
* Director 12/30/96
- ---------------------
Nicholas C. Forstmann
* Director 12/30/96
- ---------------------
Theodore J. Forstmann
* Director 12/30/96
- ---------------------
Stephen Fraidin
* Director 12/30/96
- ---------------------
Richard S. Friedland
* Director 12/30/96
- ---------------------
Sandra J. Horbach
* Director 12/30/96
- ---------------------
Wm. Brian Little
* Director 12/30/96
- ---------------------
Steven G. Rothmeier
* Director 12/30/96
- ---------------------
Arthur T. Shorin
* Director 12/30/96
- ---------------------
Vin Weber
* /s/ Susan E. Engel
--------------------------
By: Susan E. Engel
as Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ---------------------------------------- ----
1 Not Applicable.
2 Not Applicable.
4 Specimen form of the Company's Common
Stock Certificate. (Incorporated
herein by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-
K for the fiscal year ended January 1,
1994).
5 Opinion of Fried, Frank, Harris, Shriver
& Jacobson as to the validity of the
securities being registered.
8 Not Applicable.
12 Not Applicable.
15 Not Applicable.
23.1 Consent of Fried, Frank, Harris, Shriver
& Jacobson (included in Exhibit 5).
23.2 Independent Auditor's Consent of Deloitte
& Touche LLP.
24 Power of Attorney. *
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
- --------------------
* Previously filed.
EXHIBIT 5
212-859-8076
(FAX: 212-859-8587)
December __, 1996
Department 56, Inc.
One Village Place
6436 City West Parkway
Eden Prairie, MN 55344
Ladies and Gentlemen:
We have acted as special counsel to Department 56,
Inc., a Delaware corporation (the "Company"), in connection with
the Registration Statement on Form S-3 (the "Registration
Statement") covering an aggregate of 2,279,952 shares of common
stock, par value $.01 per share (the "Common Shares"), to be
offered for sale by certain stockholders of the Company.
We have examined the originals, or certified, conformed
or reproduction copies, of all records, agreements, instruments
and documents as we have deemed relevant or necessary as the
basis for the opinions hereinafter expressed. In all such
examinations, we have assumed the genuineness of all signatures
on original or certified copies and the conformity to original or
certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to
our opinions, we have relied upon certificates or statements of
public officials and officers or representatives of the Company
and of others.
Based upon the foregoing, we are of the opinion that
the Common Shares are validly issued, fully paid and
nonassessable.
This opinion is limited to the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the caption "Legal Opinion" in the prospectus.
In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Lois Herzeca
----------------------------------
Lois Herzeca
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment
No. 1 to the Registration Statement of Department 56, Inc. on
Form S-3 (File No. 333-17005) of our reports dated February 14,
1996, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Department 56, Inc. for the year ended
December 30, 1995 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
December 27, 1996
