8-K

 

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 (Date of Earliest Event Reported): November 6, 2006

Enesco Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Illinois	001-09267	04-1864170
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
225 Windsor Drive, Itasca, Illinois		60143
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 630-875-5300

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective November 6, 2006, Enesco Group, Inc. (the "Company") amended its existing U.S. credit facility pursuant to the Thirteenth Amendment (the "Amendment") to the Second Amended and Restated Senior Revolving Credit Agreement (as amended, the "Credit Agreement") among the Company, certain borrowing subsidiaries of the Company, Bank of America, N.A. (as successor by merger to Fleet National Bank), as Agent, and certain lenders party thereto. The Amendment provides for certain material changes to the Company’s Credit Agreement as follows:

Borrowing capacity and financial covenants. The Amendment provides for periodic adjustments in the aggregate maximum borrowing amount under the credit facility. The maximum borrowing amount temporarily adjusts upwards beginning the week ending November 18, 2006 through the week ending November 25, 2006 and then periodically adjusts downward beginning the week ending December 2, 2006 through the week ending December 28, 2006. The Company's borrowing availa bility under the credit facility is determined pursuant to various borrowing base formulae set forth in the amended Credit Agreement, and based upon levels of inventory, accounts receivable and other assets. Pursuant to the Amendment, the Company may borrow beyond the amounts available under the borrowing base formulae. The maximum aggregate amount the Company may borrow beyond the amounts available under the borrowing base formulae ranges from approximately $5.6 million beginning the week ending November 11, 2006 to up to $10 million from and after the week ending December 2, 2006.

The Company must continue to meet certain projected cash receipt and disbursement covenants as previously established, as updated by the Amendment for the period beginning the week ending October 28, 2006 through December 29, 2006. The Company also agreed to make additional mandatory prepayments to the lenders from time to time to the extent deposits in certain accounts held by the Company exceed amounts established by the Amendment.

Financing covenants. The Amendment provides for covenants in which the Company undertakes to retain a financial advisor to assist the Company in pursuing a transaction that will result in the repayment of all Company obligations under the Credit Agreement (the "Transaction"). The Company additionally agreed to enter into a definitive agreement for a Transaction by November 30, 2006. Although the Company has retained a financial adviser to assist the Company, there can be no assurances that the Company will be successful in entering into a definitive agreement for a Transaction in a timely manner or, if entered into, consummating the Transaction. Any failure to meet the November 30th deadline as required by the Amendment would have a material adverse effect on the Company’s financial condition and results of operations.

Forbearance. Pursuant to the terms of the Amendment, the lenders have agreed to forbear from exercising their rights and enforcing the remedies availab le to them under the Credit Agreement as a result of current continuing events of default by the Company. The forbearance will terminate on December 29, 2006, or earlier if the Company fails to comply with certain covenants, including any failure to comply with the terms of the Amendment, or upon the occurrence of certain events, including any material adverse change in the Company’s business or financial condition.

A copy of the Amendment will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. A copy of the Company's press release announcing its entry into the Amendment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated November 7, 2006, announcing the Thirteenth Amendment to the Company's Credit Agreement.

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.

	Enesco Group, Inc.
November 8, 2006	By:	/s/ Basil Elliott
		Name: Basil Elliott
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 7, 2006 announcing the Thirteenth Amendment to the Company's Credit Agreement

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Donna Shaults
Enesco Group, Inc.
630-875-5464
dshaults@enesco.com

ENESCO GROUP, INC, ANNOUNCES AMENDMENT TO U.S. CREDIT FACILITY
Financing Extended Until December 29, 2006

Itasca, Ill. – November 7, 2006 – Enesco Group, Inc., a leader in the giftware, and home and garden décor industries, today announced the Company signed a thirteenth amendment to its current U.S. credit facility with Bank of America, N.A. and LaSalle Bank N.A., effective as of November 6, 2006, to extend the Company’s credit facility to December 29, 2006.

The amendment continues existing financial covenants requiring compliance (subject to permitted variances) with budgeted cash receipts, cash disbursements and loan formulas. The amendment also provides for a forbearance of certain existing events of default under the credit agreement as of the date of the thirteenth amendment and requires the Company to enter into a definitive agreement on/or prior to November 30, 2006, for a transaction that will refinance Enesco’s existing credit facility.

Further information can be found in Enesco’s Form 8-K, which is expected to be filed on Wednesday, November 8, 2006, with the Securities and Exchange Commission on www.sec.gov, or visit under Investor Relations.

Third Quarter 2006 Earnings Announcement Date and Conference Call
Enesco expects to report third quarter 2006 financial results on Tuesday, November 14, 2006. The Company will hold a conference call to discuss third quarter results on Wednesday, November 15, 2006 at 10:00 a.m. CT (11:00 a.m. ET).

Investors interested in participating on the live call can do so by calling 1-888-271-7222, and ask for the Enesco Quarterly Earnings conference call. Investors also may listen to the live call via a Webcast at http://www.enesco.com and click on “Investor Relations,” or by logging onto http://www.streetevents.com.

For a phone replay, call 1-800-642-1687, Passcode: 9890493. The phone replay will be available for one month following the conference call.

About Enesco Group, Inc.
Enesco Group, Inc. is a leader in the giftware, and home and garden décor industries. Serving more than 44,000 customers worldwide, Enesco distributes products to a wide variety of specialty card and gift retailers, home décor boutiques, as well as mass-market chains and direct mail retailers. Internationally, Enesco serves markets operating in the United Kingdom, Canada, Europe, Mexico, Australia and Asia. With subsidiaries located in Europe and Canada, and a business unit in Hong Kong, Enesco’s international distribution network is a leader in the industry. The Company’s product lines include some of the world’s most recognizable brands, including Heartwood Creek^® by Jim Shore, Foundations^®, Pooh & Friends^®, Walt Disney Classics Collections^®, Disney Traditions^™, Disney^®, Border Fine Arts^™, Cherished Teddies^®, Halcyon Days^®, and Lilliput Lane^™, among others. Further information is available on the Company’s web site at www.enesco.com.

-more-

This press release may include forward-looking statements, which reflect management’s current assumptions and beliefs and are based on information currently available to management. Such forward-looking statements may be identified by use of such words as “expects,” “intends,” “anticipates,” “could,” “estimates,” “plans,” and “believes,” and similar expressions, but these words are not the exclusive means of identifying such statements. Such statements are subject to various risks, uncertainties and other factors, which could cause actual results to vary materially from those anticipated, estimated, expected or projected. Important factors that may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements include, but are not limited to: Enesco’s ability to negotiate and enter into a new credit facility or other financing; Enesco’s success in implementing its comprehensive plan for operating improvement and achieving its goals for cost savings and market share increases; Enesco’s success in developing new products and consumer reaction to Enesco’s new products; Enesco’s ability to secure, maintain and renew popular licenses, particularly our Cherished Teddies, Disney and Jim Shore Designs licenses; Enesco’s ability to grow revenues in mass and niche market channels; Enesco’s ability to comply with covenants contained in its credit facility; changes in general economic conditions, as well as specific market conditions; fluctuations in demand for our products; manufacturing lead times; the timing of orders and shipments and our ability to predict customer demands; inventory levels and purchase commitments exceeding requirements based upon forecasts; collection of accounts receivable; changes in the regulations and procedures affecting the importation of goods into the United States; changes in foreign exchange rates; price and product competition in the giftware industry; variations in sales channels, product costs or mix of products sold; and, possible future terrorist attacks, epidemics, or acts of war. In addition, Enesco operates in a continually changing business environment and does not intend to update or revise the forward-looking statements contained herein, which speak only as of the date hereof. Additional information regarding forward-looking statement risk factors is contained in Enesco’s reports and filings with the Securities and Exchange Commission. In light of these risks and uncertainties, the forward-looking statements contained herein may not occur and actual results could differ materially from those set forth herein. Accordingly, you should not rely on these forward-looking statements as a prediction of actual future results. We assume no obligation to update publicly any of these statements in light of future events.

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