UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 30, 1998
Date of Earliest Event Reported: April 30, 1998
DEPARTMENT 56, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11908 13-3684956
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
One Village Place,
6436 City West Parkway,
Eden Prairie, MN 55344
(Address of principal executive offices,
including zip code)
Registrant's telephone number,
including area code: (612) 944-5600
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Item 5. Other Events.
CAUTIONARY DISCLOSURE FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 CONCERNING "FORWARD-LOOKING STATEMENTS"
A. Department 56, Inc. (the "Company") has set a specific
goal for results from operations. The Company's current goal is
to achieve through the fiscal year 2000 average annual growth in
earnings per common share of an order of percentage point
magnitude in the mid-teens.
B. In order to achieve this financial goal the Company
intends to pursue four strategies from time to time, each to be
pursued, implemented and/or discontinued in management's
judgment: 1) growing revenue from the Company's existing product
lines; 2) applying available cash flow to enhance earnings; 3)
developing new products; and 4) acquiring, financing, joint
venturing and/or otherwise investing in other businesses and
product lines engaged in the gift, collectibles and home
furnishings industry.
C. With respect to the Company's prospects for revenue
growth from its existing product lines, the Company notes that
its total customer orders increased 8% through the first quarter
of fiscal 1998 compared to the first quarter of fiscal 1997, with
order growth of Village Series products of 10% for the comparable
period. Moreover, recent research conducted by or for the Company
has indicated that its dealers experienced a reduction in average
retail inventory of Company products in 1997 at greater level of
reduction than experienced in 1996. Research also indicates that
1997 dealer sales of the Company's Village Series products grew
at a 12% annual rate (subject to sampling error of plus or minus
7%); and that dealers expect continued sales growth in 1998 due
to new collectors, continuing collector enthusiasm and greater
marketing support from the Company, among other things.
The Company is filing this Current Report on Form 8-K
solely in order to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 (the
"Act"). The Company does not believe that the goal for results
from operations described in paragraph A above, the strategies
described in paragraph B above, or the statements contained in
paragraph C above, either singly or considered in combination,
constitute an expectation or estimate that would be a
"forward-looking statement" within the meaning of the Act.
However, to the extent that any of such information (singly or in
combination), or that any conclusion or expectation drawn from
such information, would constitute a forward-looking statement,
readers are cautioned that forward-looking statements involve
inherent risks and uncertainties and that a number of important
factors could cause actual results to differ materially from the
goals, strategies, prospects, sales, plans, objectives,
expectations, estimates and intentions expressed in such
forward-looking statements. Such factors are discussed below.
Readers are cautioned that dealer orders, Company revenue,
annual growth and earnings per share are dependent on numerous
factors, including the amount, quality and market acceptance of
new product introductions and retailer demand. Furthermore,
dealer order patterns have historically varied in number, mix and
timing, and there can be no assurance that the
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order trend experience year-to-date will continue. Moreover, the
statements above concerning retail inventory levels, consumer
demand, and dealer expectations are based on statistical research
conducted by or for the Company, and assume that such findings
are correct and representative of market conditions as a whole.
Other factors (including: consumer acceptance of new
products; product development efforts; identification and
retention of sculpting and other artisan talent; completion of
third party product manufacturing; dealer reorders and order
cancellations; control of operating expenses; corporate cash flow
application; identification, completion and results of
acquisitions and other corporate development efforts; and
industry, general economic, regulatory and international trade
conditions) can significantly impact the Company's sales and
earnings. Actual results may vary materially from forward-looking
statements and the assumptions on which they are based.
The Company cautions that that the foregoing list of
factors is not exclusive and that other risks and uncertainties
may cause actual results to differ materially from those in
forward-looking statements. The Company undertakes no obligation
to update or publish in the future any forward-looking
statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: April 30, 1998
DEPARTMENT 56, INC.
/s/ David H. Weiser
---------------------------
David H. Weiser
Senior Vice President
and Secretary
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