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: February 614, 2009

LENOX GROUP INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-11908

Delaware	13-3684956
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

One Village Place, 6436 City West Parkway, Eden Prairie, MN 55344

(Address of principal executive offices, including zip code)

(952) 944-5600

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

AsOn ~~previously~~February ~~disclosed~~14, ~~on November 23~~2009, ~~2008,~~ Lenox Group Inc. (the “Company”), FLLenox, ~~56 Intermediate Corp~~Incorporated, a ~~Delaware~~New Jersey corporation (“FLLI”), DLenox 56Worldwide, ~~Inc.~~LLC, a ~~Minnesota~~Delaware ~~corporation~~limited liability company (“~~D56~~LW”), Lenox Retail, ~~Incorporated~~Inc., a ~~New~~Minnesota ~~Jersey~~ corporation (“LILRI”), Lenox ~~Worldwide~~Sales, ~~LLC~~Inc., a ~~Delaware~~Minnesota ~~limited~~corporation ~~liability company~~ (“~~LWLLC~~LSI”), ~~Lenox~~FL ~~Retail~~56 Intermediate, ~~Inc~~Corp., a ~~Minnesota~~Delaware corporation (“LRFL”), and ~~Lenox~~D ~~Sales~~56, Inc., a Minnesota corporation (“~~LSI~~D56” and ~~together~~collectively with the Company, FLLI, ~~D56~~LW, LILRI, ~~LWLLC~~LSI and LRFL, the “~~Debtors~~Sellers”), ~~filed~~entered ~~voluntary~~into ~~petitions~~an ~~for~~Asset ~~relief~~Purchase ~~under~~Agreement ~~chapter 11 of title 11 of the United States Code~~ (~~the~~ “~~Bankruptcy~~Asset ~~Code~~Purchase Agreement”) inwith ~~the~~Upstairs ~~United~~Acquisition ~~States~~Corp., ~~Bankruptcy~~a ~~Court~~Delaware ~~for~~corporation ~~the Southern District of New York~~ (the “~~Bankruptcy Court~~Purchaser”). ~~The Chapter 11 cases have been consolidated by the Bankruptcy Court under case number 08-14679 (ALG).~~

OnUnder ~~February~~the 6,terms ~~2009~~of the Asset Purchase Agreement, the ~~Debtors~~Purchaser ~~filed~~agrees ~~their~~to ~~monthly~~purchase ~~operating~~substantially ~~report~~all ~~for~~of the ~~period~~assets ~~November~~of 24the Sellers, ~~2008~~including all of the Sellers’ assets, rights and claims in relation to ~~January~~the 3dinnerware, ~~2009~~stemware, fine crystal, beverageware, flatware, giftware, other tableware and related decorative and collectible products that are manufactured, designed, distributed and sold by the Sellers under the Lenox, Gorham, Dansk and other related brands (the “~~Monthly~~Lenox ~~Operating Report~~Business”), ~~with~~but excluding substantially all of the ~~Bankruptcy~~assets ~~Court. The~~primarily ~~Monthly~~or ~~Operating~~exclusively ~~Report~~relating isto ~~attached~~the ~~hereto~~holiday, asseasonal, ~~Exhibit~~decorative, ~~99.1~~figurine and iscollectible ~~incorporated~~products ~~herein~~that are manufactured, designed, distributed and sold under the Department 56 brands by ~~reference~~or on behalf of D56 (the “Purchased Assets”). ~~This~~As consideration ~~current~~for ~~report~~the sale and purchase of the Purchased Assets, Purchaser agrees to pay to Sellers an amount in cash equal to $42,500,000.00, subject to certain adjustments as provided in the Asset Purchase Agreement (including ~~the~~a ~~exhibit~~working ~~hereto~~capital adjustment), ~~will~~minus ~~not~~certain bedetermined ~~deemed~~cure ancosts ~~admission~~that Purchaser agrees to pay, and plus the assumption by the Purchaser of certain assumed liabilities as specified in the Asset Purchase Agreement. Purchaser also agrees to offer employment to each of the ~~materiality~~Sellers’ employees who remain employed by the Lenox Business immediately prior to the closing of ~~any~~the ~~information~~sale by Sellers or their subsidiaries. Those employees who accept such offers of employment shall, for a period of 1 year following the closing of the sale or such longer period as required by law, receive compensation and benefits that are, in the aggregate, substantially equivalent to those provided to such employees prior to the closing of the sale, provided that the Purchaser shall not be ~~disclosed~~required ~~solely~~to byprovide ~~Regulation~~equity-based ~~FD.~~benefits, defined benefit pension benefits, retiree medical or life insurance benefits, incentive or bonus plans or certain other benefits.

The ~~Monthly~~consummation ~~Operating~~of ~~Report~~the ~~may~~transactions becontemplated ~~available~~by ~~electronically,~~the onAsset Purchase Agreement is subject to (i) the ~~internet~~approval ~~website~~of the United States Bankruptcy Court for the Southern District of ~~Debtors’~~New ~~notice~~York (the “Court”), and ~~claims~~(ii) ~~agent~~other atcustomary ~~www~~closing conditions, including the consent of certain third parties to the assumption and assignment of certain specified contracts from the Sellers to the Purchaser.~~lgireorg.com.~~

~~Limitation~~The Asset Purchase Agreement was executed following the completion of an auction that was conducted on ~~Incorporation~~February 11, 2009 (the “Auction”) in accordance with the bidding procedures that were approved by ~~Reference~~the Court on December 16, 2008 (the “Bidding Procedures”). At the conclusion of the Auction, in accordance with the Bidding Procedures and in an exercise of the Sellers’ business judgment, the Sellers declared the bid submitted by the Purchaser as the highest qualified bid with the greatest certainty of closing quickly and winner of the Auction.

InThere ~~accordance~~is ~~with~~no ~~General~~material ~~Instruction~~relationship ~~B.2~~between ofthe ~~Form~~Company ~~8-K,~~and the ~~information~~Purchaser inother ~~this~~than ~~Item 7.01~~in ~~shall~~respect ~~not~~of bethe ~~deemed~~Asset ~~“filed”~~Purchase ~~for~~Agreement. The ~~purposes~~hearing ofto ~~Section~~approve ~~18 of~~ the ~~Securities~~sale ~~Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Purchased ~~Act”),~~Assets orpursuant ~~otherwise subject~~ to the ~~liabilities~~terms of ~~that~~the ~~section,~~Asset ~~nor~~Purchase ~~shall~~Agreement ~~such~~is ~~information~~scheduled beto ~~deemed~~take ~~incorporated~~place byon ~~reference~~February in23, ~~any~~2009. A ~~filing~~copy ~~under~~of the ~~Securities~~press ~~Act~~release ofregarding ~~1933,~~the asAuction ~~amended,~~is ~~except~~attached hereto as ~~shall~~Exhibit be99.1 ~~expressly~~and ~~set~~is ~~forth~~incorporated herein by ~~specific~~ reference ~~in such a filing~~.

~~Cautionary Statement Regarding Financial and Operating Data~~2

~~The~~Cautionary ~~Company~~Statement ~~cautions~~Regarding ~~investors~~Forward-Looking and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.Statements

The current report on Form 8-K and the exhibit hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Some risks and uncertainties that could affect performance include, but are not limited to, the ability of the Company to: (1) manage the uncertainties associated with the scale-down of the Department 56 operations; (2) achieve revenue or cost synergies; (3) generate cash flow to pay off outstanding debt; (4) retain key employees; (5) maintain and develop cost effective relationships with foreign manufacturing sources; (6) maintain the confidence of and service effectively key wholesale customers; (7) manage currency exchange risk and interest rate changes on the Company’s variable debt; (8) identify, hire and retain quality designers, sculptors and artistic talent to design and develop products which appeal to changing consumer preferences; (9) forecast and react to consumer demand in a challenging economic environment; (10) manage litigation risk in a cost effective manner; (11) obtain Bankruptcy Court approval with respect to motions made from time to time in the Company’s chapter 11 proceedings; (12) obtain and maintain normal terms with vendors and service providers; (13) maintain contracts that are critical to its operations; and (14) effectively manage the potential adverse impact of the Company’s chapter 11 proceeding on the Company’s operations. Actual results may vary materially from forward-looking statements and the assumptions on which they are based. The Company undertakes no obligation to update or publish in the future any forward-looking statements. Also, please read the bases, assumptions and factors set out in Item 1A in the Company’s Form 10-K for 2007 dated March 13, 2008 and in Item 1A in the Company’s Quarterly Reports on Form 10-Q that have been subsequently filed under the Securities Exchange Act of 1934 (“The Exchange Act”), all of which is incorporated herein by reference and applicable to the forward-looking statements set forth herein.

Cautionary Statement Regarding Forward-Looking Statements

The current report on Form 8-K and the exhibit hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Some risks and uncertainties that could affect performance include, but are not limited to, the ability of the Company to: (1) manage the uncertainties associated with the scale-down of the Department 56 operations; (2) achieve revenue or cost synergies; (3) generate cash flow to pay off outstanding debt and remain in compliance with the terms of its credit facilities; (4) successfully complete its operational improvements, including improving inventory management and making the supply chain more efficient; (5) retain key employees; (6) maintain and develop cost effective relationships with foreign manufacturing sources; (7) maintain the confidence of and service effectively key wholesale customers; (8) manage currency exchange risk and interest rate changes on the Company’s variable debt; (9) identify, hire and retain quality designers, sculptors and artistic talent to design and develop products which appeal to changing consumer preferences; (10) forecast and react to consumer demand in a challenging economic environment; (11) raise capital in light of the delisting of our common stock from the New York Stock Exchange; (12) manage litigation risk in a cost effective manner; (13) consummate a plan of reorganization in the Chapter 11 proceeding, including the restructuring of the Company’s debt; (14) obtain Bankruptcy Court approval with respect to motions made from time to time in the Chapter 11 proceeding; (15) obtain and maintain normal terms with vendors and service providers; (16) maintain contracts that are critical to its operations; and (17) effectively manage the potential adverse impact of the Chapter 11 proceeding on the Company’s operations. Actual results may vary materially from forward-looking statements and the assumptions on which they are based. The Company undertakes no obligation to update or publish in the future any forward-looking statements. Also, please read the bases, assumptions and factors set out in Item 1A in the Company’s Form 10-K for 2007 dated March 13, 2008 and in Item 1A in the Company’s Quarterly Reports on Form 10-Q that have been subsequently filed under the Securities Exchange Act of 1934 (“The Exchange Act”), all of which is incorporated herein by reference and applicable to the forward-looking statements set forth herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
EX-99.1		Monthly Operating Report for the period November 24, 2008 to January 3, 2009, filed with the United States Bankruptcy Court for the Southern District of New York.
EX – 10.1		Asset Purchase Agreement by and among the Company, Lenox, Incorporated, Lenox Worldwide, LLC, Lenox Retail, Inc., Lenox Sales, Inc., FL 56 Intermediate, Corp., D 56, Inc., and Upstairs Acquisition Corp., dated February 14, 2009.
EX - 99.1		Press Release dated February 12, 2009.

Signature

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.

	LENOX GROUP INC.
Date: February 6, 2009	By:	/s/ Fred Spivak
Date: February 20, 2009	By:	/s/ Fred Spivak
		Fred Spivak, Chief Operating and Financial Officer

3 EXHIBIT INDEX

Exhibit No.		Description
EX – 10.1		Asset Purchase Agreement by and among the Company, Lenox, Incorporated, Lenox Worldwide, LLC, Lenox Retail, Inc., Lenox Sales, Inc., FL 56 Intermediate, Corp., D 56, Inc., and Upstairs Acquisition Corp., dated February 14, 2009.
EX - 99.1		Press Release dated February 12, 2009.

Filing Compare · LENOX GROUP INC