As filed with the Securities and Exchange Commission on November
27, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
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 of (I.R.S. Employer Identification
Incorporation or Organization) Number)
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Aggregate Aggregate Amount of
Title of Shares be Price Per Offering Registration
to be Registered Registered Unit (2) Price (2) Fee
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value(1) 2,279,952 $23.81 $54,285,657.12 $16,450.20
<FN>
(1) This registration statement covers the distribution by
the Partnerships to the Selling Stockholders (as such
terms are defined in the Prospectus) and the resale by
the Selling Stockholders of the shares registered.
(2) Estimated in accordance with Rule 457 of Regulation C
under the Securities Act of 1933, as amended, solely for
the purpose of determining the registration fee. The
above calculation is based on the average of the high
and low prices of the Common Stock reported by the NYSE
on November 21, 1996.
</FN>
</TABLE>
------------------
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 November 27, 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
November 14, 1996. On Tuesday, November 26, 1996, the last
reported sale price of the Common Stock, listed under the symbol
"DFS", on the New York Stock Exchange was $23.50 per share.
------------------
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 December __, 1996.
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 of 1933, as amended (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. 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.
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, prior to
December __, 1996, had 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 in their own accounts. A full list of such
Selling Stockholders and the number of shares of Common Stock to
be held by each of them will be set forth in a pre-effective
amendment to the Registration Statement of which this Prospectus
is a part. 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 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.
PLAN OF DISTRIBUTION
On December __, 1996, 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 2
Use Of Proceeds 3
Selling Stockholders 3
Plan of Distribution 3
Experts 4
Legal Opinion 4
2,279,952 Shares
DEPARTMENT 56, INC.
Common Stock
---------------------------
PROSPECTUS
---------------------------
December __, 1996
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.
Securities and Exchange Commission $16,450.20
registration fee
Legal fees and expenses *
Accounting fees and expenses *
Miscellaneous *
--------------
Total $ *
==============
* To be filed by amendment.
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 (included on separate
page).
25 -- Not Applicable.
26 -- Not Applicable.
27 -- Not Applicable.
* To be filed by amendment.
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
Insofar as indemnification for liabilities arising under the
Securities Act 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.
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 the 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.
(3) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement 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;
(4) 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.
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 registration statement to be signed
on its behalf by the undersigned, thereunder duly authorized, in
the city of Eden Prairie, State of Minnesota, on November 27,
1996.
DEPARTMENT 56, INC.
By:
---------------------------
Susan E. Engel
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Susan E. Engel,
David H. Weiser and Sandra Horbach and each or any of them, his
or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for
such person and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as might
or could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity in which signed Date
/s/ Edward R. Bazinet
- ---------------------------- Chairman of the Board November 27, 1996
Edward R. Bazinet and Director
/s/ Susan E. Engel
- ---------------------------- President, November 27, 1996
Susan E. Engel Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Mark R. Kennedy
- ---------------------------- Chief Financial Officer and November 27, 1996
Mark R. Kennedy Vice President --
Administration
(Principal Financial Officer)
/s/ Timothy J. Schugel
- ---------------------------- Vice President -- Finance and November 27, 1996
Timothy J. Schugel Principal Accounting Officer
(Principal Accounting Officer)
/s/ Todd L. Bachman
- ---------------------------- Director November 27, 1996
Todd L. Bachman
/s/ Nicholas C. Forstmann
- ---------------------------- Director November 27, 1996
Nicholas C. Forstmann
/s/ Theodore J. Forstmann
- ---------------------------- Director November 27, 1996
Theodore J. Forstmann
/s/ Stephen Fraidin
- ---------------------------- Director November 27, 1996
Stephen Fraidin
/s/ Richard S. Friedland
- ---------------------------- Director November 27, 1996
Richard S. Friedland
/s/ Sandra J. Horbach
- ---------------------------- Director November 27, 1996
Sandra J. Horbach
/s/ Wm. Brian Little
- ---------------------------- Director November 27, 1996
Wm. Brian Little
/s/ Steven G. Rothmeier
- ---------------------------- Director November 27, 1996
Steven G. Rothmeier
/s/ Arthur T. Shorin
- ---------------------------- Director November 27, 1996
Arthur T. Shorin
/s/ Vin Weber
- ---------------------------- Director November 27, 1996
Vin Weber
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 (included on separate
page).
25 -- Not Applicable.
26 -- Not Applicable.
27 -- Not Applicable.
* To be filed by amendment.
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Department 56, Inc. on Form S-3 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.
DELOITTE & TOUCHE LLP
November 21, 1996
