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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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DEPARTMENT 56, INC.
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(Name of Issuer)
Common Stock, par value $.01
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(Title Class of Securities)
249509100
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(CUSIP Number)
Check the following box if a fee is being paid [ ]. (A fee is not
required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
* 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 in 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).
CUSIP NO. 249509100 13G PAGE 2 OF 8 PAGES
--------------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership -- IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
None
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 249509100 13G PAGE 3 OF 8 PAGES
--------------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Department 56 Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
None
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 3 amends and restates the entire text of the
Schedule 13G filed on February 14, 1994, as amended by Amendment
No. 1 thereto filed on February 10, 1995 and Amendment No. 2
thereto filed on February 1, 1996 by Department 56 Partners, L.P.
and Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership - IV with respect to the Common
Stock of Department 56, Inc.
Item 1 (a). Name of Issuer:
Department 56, Inc.
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 Persons Filing.
This statement is being filed by (i) Department 56
Partners, L.P. ("Department 56 Partners") and (ii)
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV ("MBO-IV").
Item 2 (b). Address of Principal Business Office, or, if none,
residence.
The address of the principal business office of
each Reporting Person is:
c/o Forstmann Little & Co.
767 Fifth Avenue
New York, New York 10153
Item 2 (c). Citizenship.
Department 56 Partners and MBO-IV are each New York
limited partnerships.
Item 2 (d). Title of Class of Securities.
The securities to which this statement relates are
shares of Common Stock, par value $.01 per share,
of the Issuer (the "Common Stock").
Item 2 (e). CUSIP Number.
The CUSIP number for the Common Stock is 249509100.
Item 3. If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
None of the options apply. This Schedule 13G
Amendment No. 3 is being filed as an amendment to
an initial Schedule 13G filed pursuant to Rule 13d-
1 (c).
Item 4. Ownership.
(1) Department 56 Partners:
(a) Amount Beneficially Owned.
Department 56 Partners, a New York limited
partnership, directly owned 6,916,028,
4,000,286, 1,211,223 and 1,211,223 shares of
Common Stock as of December 31, 1993,
December 31, 1994, December 31, 1995 and
December 31, 1996, respectively. FLC XXV
Partnership, a New York general partnership
having its principal business office at the
address set forth in response to Item 2(b) of
this statement, is the general partner of
Department 56 Partners and, accordingly, may
be, or may have been, deemed to share
beneficial ownership of the shares of Common
Stock held by Department 56 Partners, but it
specifically disclaims and disclaimed any
such beneficial ownership pursuant to Rule
13d-4. Theodore J. Forstmann, Nicholas C.
Forstmann, Wm. Brian Little, John A. Sprague,
Steven B. Klinsky, Winston W. Hutchins and
Sandra J. Horbach, each a United States
citizen with his or her principal place of
business at the address set forth in response
to Item 2(b) of this statement, were the
general partners of FLC XXV Partnership as of
December 31, 1996 and may have been deemed to
share beneficial ownership of the shares of
Common Stock held by Department 56 Partners,
but each specifically disclaims and
disclaimed any such beneficial ownership
pursuant to Rule 13d-4.
Department 56 Partners, which previously
directly owned 1,211,223 shares of Common
Stock as of December 31, 1996, distributed
all of such shares, effective as of January
3, 1997, to the partners of Department 56
Partners and now directly owns no shares of
Common Stock.
(b) Percent of Class.
The shares of Common Stock owned by
Department 56 Partners represent 0% of the
outstanding shares of the Common Stock.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote -- None.
(ii) shared power to vote or to direct
the vote -- None.
(iii) sole power to dispose or to
direct the disposition of --
None.
(iv) shared power to dispose or to
direct the disposition of --
None.
(2) MBO-IV:
(a) Amount Beneficially Owned.
MBO-IV, a New York limited partnership,
directly owned 6,102,378, 3,529,666,
1,068,729 and 1,068,729 shares of Common
Stock as of December 31, 1993, December 31,
1994, December 31, 1995 and December 31,
1996, respectively. FLC Partnership, L.P.
("FLC"), a New York general partnership
having its principal business office at the
address set forth in response to Item 2(b) of
this statement, is the general partner of MBO-
IV and, accordingly, may be, or may have
been, deemed to share beneficial ownership of
the shares of Common Stock held by MBO-IV,
but it specifically disclaims and disclaimed
any such beneficial ownership pursuant to
Rule 13d-4. Theodore J. Forstmann, Nicholas
C. Forstmann, Steven B. Klinsky, Winston W.
Hutchins and Sandra J. Horbach, each a United
States citizen with his or her principal
place of business at the address set forth in
response to Item 2(b) of this statement, were
the general partners of FLC as of December
31, 1996 and (other than Ms. Horbach, who
does not have any voting or investment power
with respect to, or any economic interest in,
the shares of Common Stock owned by MBO-IV)
may have been deemed to share beneficial
ownership of the shares of Common Stock held
by MBO-IV, but each specifically disclaims
and disclaimed any such beneficial ownership
pursuant to Rule 13d-4.
MBO-IV, which previously owned 1,068,729
shares of Common Stock as of December 31,
1996, distributed all of such shares,
effective as of January 3, 1997, to the
partners of MBO-IV and now directly owns no
shares of Common Stock.
(b) Percent of Class.
The shares of Common Stock owned by MBO-IV
represent 0% of the Common Stock.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote -- None.
(ii) shared power to vote or to direct
the vote -- None.
(iii) sole power to dispose or to
direct the disposition of --
None.
(iv) shared power to dispose or to
direct the disposition of --
None.
Item 5. Ownership of Five percent or Less of a Class.
The undersigned have ceased to be the beneficial
owners of more than 5% of the outstanding shares of
Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of
another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on By
the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
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: February 13, 1997
Department 56 Partners, L.P.
By: FLC XXV Partnership,
General Partner
By: /s/ Winston W. Hutchins
---------------------------
Winston W. Hutchins
General Partner
Forstmann Little & Co. Subordinated
Debt and Equity Management Buyout
Partnership-IV
By: FLC Partnership, L.P.
General Partner
By: /s/ Winston W. Hutchins
----------------------------
Winston W. Hutchins
General Partner
