-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzUbi01kfGfHRG7yUW4S0JLIpvB38wvUKjtEUTj5rcb6EAzYOrFMUurfcSFmD4EJ xvVMl6nSBcvOrTFWys/2eg== 0000897069-97-000115.txt : 19970310 0000897069-97-000115.hdr.sgml : 19970310 ACCESSION NUMBER: 0000897069-97-000115 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 SROS: NYSE GROUP MEMBERS: DONALD A. YACKTMAN GROUP MEMBERS: YACKTMAN ASSET MANAGEMENT CO. GROUP MEMBERS: YACKTMAN FUND INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEPARTMENT 56 INC CENTRAL INDEX KEY: 0000902270 STANDARD INDUSTRIAL CLASSIFICATION: POTTERY & RELATED PRODUCTS [3260] IRS NUMBER: 133684956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43517 FILM NUMBER: 97552406 BUSINESS ADDRESS: STREET 1: ONE VILLAGE PL STREET 2: 6436 CITY W PKWY CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129445600 MAIL ADDRESS: STREET 1: ONE VILLAGE PLACE STREET 2: 6436 CITY WEST PKWY CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YACKTMAN FUND INC CENTRAL INDEX KEY: 0000885980 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 303 W MADISON ST CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126412400 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DEPARTMENT 56 INCORPORATED (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 249509100 (CUSIP Number) 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). CUSIP No. 249509100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 60,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY 431,000 (see footnote 1) OWNED BY 7 SOLE DISPOSITIVE POWER EACH 60,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 3,017,100 (see footnote 1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,077,100 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) 14.15% (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 21,750,000 shares outstanding at December 31, 1996. CUSIP No. 249509100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Yacktman Fund, 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 2,150,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 7 SOLE DISPOSITIVE POWER EACH -0- REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,150,000 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) 9.89% (see footnote 1) 12 TYPE OF REPORTING PERSON IV 1 Based upon an aggregate of 21,750,000 shares outstanding at December 31, 1996. CUSIP No. 249509100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 431,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 7 SOLE DISPOSITIVE POWER EACH 3,017,100 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,100 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) 13.87% (see footnote 1) 12 TYPE OF REPORTING PERSON IA 1 Based upon an aggregate of 21,750,000 shares outstanding at December 31, 1996. Item 1(a). Name of Issuer: Department 56 Incorporated 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 Person Filing: The filers of this Schedule 13G are: (i) Donald A. Yacktman ("Yacktman"); (ii) The Yacktman Fund, Inc. ("The Yacktman Fund"), an investment company registered under the Investment Company Act of 1940; and (iii) Yacktman Asset Management Co. ("Yacktman Asset Management"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Yacktman holds 100% of the outstanding shares of capital stock of Yacktman Asset Management. Attached as Exhibit 1 hereto is an agreement among Yacktman, The Yacktman Fund and Yacktman Asset Management that this Schedule 13G is filed on behalf of each of them. Item 2(b). Address of Principal Business Office or, if none, Residence: (for each of Yacktman, The Yacktman Fund and Yacktman Asset Management) 303 West Madison Street Suite 1925 Chicago, Illinois 60606 Item 2(c). Citizenship: Yacktman is a United States citizen. The Yacktman Fund is a Maryland corporation. Yacktman Asset Management is an Illinois corporation. Item 2(d). Title of Class or Securities: Common Stock, $.01 par value per share Item 2(e). CUSIP Number: 249509100 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: [ ] Broker or Dealer registered under Section 15 of the Act [ ] Bank as defined in Section 3(a)(6) of the Act [ ] Insurance Company as defined in Section 3(a)(19) of the Act [X ] Investment Company registered under Section 8 of the Investment Company Act (as to The Yacktman Fund) [X ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (as to Yacktman Asset Management) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund [X ] Parent Holding Company (as to Yacktman) [ ] Group [ ] N/A Item 4. Ownership. Donald A. Yacktman (a) Amount Beneficially Owned: 3,077,100 (b) Percent of Class: 14.15% (c) Number of shares as to which such group has: (i) sole power to vote or to direct the vote: 60,000 (ii) shared power to vote or to direct the vote: 431,000 (iii) sole power to dispose or to direct the disposition of: 60,000 (iv) shared power to dispose or to direct the disposition of: 3,017,100 The Yacktman Fund, Inc. (a) Amount Beneficially Owned: 2,150,000 (b) Percent of Class: 9.89% (c) Number of shares as to which such group has: (i) sole power to vote or to direct the vote: 2,150,000 (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: 3,017,100 (b) Percent of Class: 13.87% (c) Number of shares as to which such group has: (i) sole power to vote or to direct the vote: 431,000 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 3,017,100 (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A 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. March 6, 1997 Date /s/ Donald A. Yacktman Donald A. Yacktman THE YACKTMAN FUND, INC. By: /s/ Donald A. Yacktman Donald A. Yacktman President and Treasurer YACKTMAN ASSET MANAGEMENT CO. By: /s/ Donald A. Yacktman Donald A. Yacktman President EXHIBIT 1 AGREEMENT dated as of March 6, 1997, by and among Donald A. Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset Management") and The Yacktman Fund, Inc., a Maryland corporation (the "Yacktman Fund"). WHEREAS, in accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Each of Yacktman, Yacktman Asset Management and The Yacktman Fund hereby agree, in accordance with Rule 13d-1(f) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Department 56 Incorporated and hereby further agree that said Statement shall be filed on behalf of each of Yacktman, Yacktman Asset Management and The Yacktman Fund. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Department 56 Incorporated. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. /s/ Donald A. Yacktman Donald A. Yacktman THE YACKTMAN FUND, INC. By: /s/ Donald A. Yacktman Donald A. Yacktman President and Treasurer YACKTMAN ASSET MANAGEMENT CO. By: /s/ Donald A. Yacktman Donald A. Yacktman President -----END PRIVACY-ENHANCED MESSAGE-----