sc13g

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

0000950134-05-022989.txt : 20051212 0000950134-05-022989.hdr.sgml : 20051212 20051212144947 ACCESSION NUMBER: 0000950134-05-022989 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 GROUP MEMBERS: BC ADVISORS LLC GROUP MEMBERS: STEVEN R BECKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENESCO GROUP INC CENTRAL INDEX KEY: 0000093542 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 041864170 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35193 FILM NUMBER: 051257865 BUSINESS ADDRESS: STREET 1: 225 WINDSOR DR. CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6308755300 MAIL ADDRESS: STREET 1: 225 WINDSOR DR. CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: STANHOME INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY HOME PRODUCTS INC DATE OF NAME CHANGE: 19820513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SRB Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d31110sc13g.htm SCHEDULE 13G sc13g

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

ENESCO GROUP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

292973104

(CUSIP Number)

December 1, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

þ Rule 13d-1 (c)

o Rule 13d-1 (d)

*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 the 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 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).

Person Authorized to Receive Notices and Communications:

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

13G

CUSIP No. 292973104 Page 2 of 9

1. Name of Reporting Person:
BC Advisors, LLC I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
782,900

6. Shared Voting Power:
0

7. Sole Dispositive Power:
782,900

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
782,900

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.3%*

12. Type of Reporting Person:
HC/CO


^*		Based on 14,867,850 shares of common stock issued and outstanding issued on November 7, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

13G

CUSIP No. 292973104 Page 3 of 9

1. Name of Reporting Person:
SRB Management, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
782,900

6. Shared Voting Power:
0

7. Sole Dispositive Power:
782,900

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
782,900

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.3%*

12. Type of Reporting Person:
IA/PN


^*		Based on 14,867,850 shares of common stock issued and outstanding issued on November 7, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

13G

CUSIP No. 292973104 Page 4 of 9

1. Name of Reporting Person:
Steven R. Becker I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
782,900

6. Shared Voting Power:
0

7. Sole Dispositive Power:
782,900

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
782,900

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.3%*

12. Type of Reporting Person:
HC/IN


^*		Based on 14,867,850 shares of common stock issued and outstanding issued on November 7, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

This Schedule 13G relates to the common stock (“Common Stock”) of Enesco Group, Inc. acquired by BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.


Item 1(a)	Name of Issuer:

	Enesco Group, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	225 Windsor Drive
	Itasca, IL 60143

Item 2(a)	Names of Persons Filing:

	See Item 1 of each cover page.

Item 2(b)	Address of Principal Business Offices:

	300 Crescent Court, Suite 1111
	Dallas, Texas 75201

Item 2(c)	Citizenship:

	See Item 4 of each cover page.

Item 2(d)	Title of Class of Securities:

	Common Stock

Item 2(e)	CUSIP Number:

	292973104

Item 3	Status of Persons Filing:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4	Ownership:

	Steven R. Becker is the beneficial owner of 773,900 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore. BCA and SRB Management are the beneficial owners of 773,900 shares of Common Stock.

	(b)	Percent of class:

		See Item 11 of each cover page.

	(c)	Number of shares as to which each person has:

		(i)	sole power to vote or to direct the vote:

			See Item 5 of each cover page.

		(ii)	shared power to vote or to direct the vote:

			See Item 6 of each cover page.

		(iii)	sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page.

		(iv)	shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page.

Item 5	Ownership of 5% or Less of a Class:

	Not applicable.

Item 6	Ownership of More than 5% 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 or Control Person:

	SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock beneficially owned by SRB Management’s clients.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	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: December 12, 2005


	BC ADVISORS, LLC
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member


	SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member



	/s/ Steven R. Becker
	Steven R. Becker

EXHIBITS



Exhibit 1		Joint Filing Agreement, dated December 12, 2005, entered into by and among BC Advisors, LLC, SRB Management, L.P. and Steven R. Becker.

EX-99.1 2 d31110exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Enesco Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 12, 2005.


	BC ADVISORS, LLC
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member


	SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member



	/s/ Steven R. Becker
	Steven R. Becker


13G
CUSIP No. 292973104					Page 2 of 9

	1.	Name of Reporting Person: BC Advisors, LLC			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 782,900

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 782,900

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 782,900

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.3%*

	12.	Type of Reporting Person: HC/CO


13G
CUSIP No. 292973104					Page 3 of 9

	1.	Name of Reporting Person: SRB Management, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 782,900

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 782,900

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 782,900

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.3%*

	12.	Type of Reporting Person: IA/PN


13G
CUSIP No. 292973104					Page 4 of 9

	1.	Name of Reporting Person: Steven R. Becker			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 782,900

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 782,900

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 782,900

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.3%*

	12.	Type of Reporting Person: HC/IN