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): ~~February~~March 2515, 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 1.01 Entry into a Material Definitive Agreement

AsAmendment previously disclosed in the Current Report on 8-K that Lenox Group Inc. (the “Company”) filed on February 20, 2009, the Company, Lenox, Incorporated, a New Jersey corporation (“LI”), Lenox Worldwide, LLC, a Delaware limited liability company (“LW”), Lenox Retail, Inc., a Minnesota corporation (“LRI”), Lenox Sales, Inc., a Minnesota corporation (“LSI”), FL 56 Intermediate, Corp., a Delaware corporation (“FL”), and D 56, Inc., a Minnesota corporation (“D56” and collectively with the Company, LI, LW, LRI, LSI and FL, the “Sellers”) conducted an auction on February 11, 2009 (the “Auction”) pursuant to the bidding procedures that were approved by the United States Bankruptcy Court for the Southern District of New York (the “Court”) on December 16, 2009. At the conclusion of the Auction, the Sellers declared that the bid submitted by Upstairs Acquisition Corp., a Delaware corporation (“UAC”), was the highest qualified bid with the greatest certainty of closing quickly and entered into an Asset Purchase Agreement with ~~UAC~~LDG-Delaware ~~dated February 14~~Opco, ~~2009 (the “UAC Asset Purchase Agreement”)~~Inc.

OnAs ~~February~~previously ~~23,~~disclosed 24in ~~and~~the 25Current Report on Form 8-K that Lenox Group Inc. (the “Company”) filed on March 3, 2009, the ~~Court~~Company, ~~conducted~~Lenox, Incorporated, a ~~hearing~~New inJersey ~~respect~~corporation of(“LI”), ~~the~~Lenox ~~proposed~~Worldwide, ~~sale~~LLC, toa ~~UAC~~Delaware limited liability company (“LW”), Lenox Retail, Inc. At, ~~the~~a ~~conclusion~~Minnesota ofcorporation ~~the~~(“LRI”), ~~hearing~~Lenox Sales, ~~the~~Inc., ~~Court~~a ~~determined~~Minnesota ~~that~~corporation it(“LSI”), ~~should~~FL ~~exercise~~56 ~~its~~Intermediate, ~~discretion~~Corp., toa ~~reopen~~Delaware ~~the~~corporation ~~Auction~~(“FL”), and ~~directed~~D ~~that~~56, Inc., a ~~new~~Minnesota ~~auction~~corporation be(“D56” ~~conducted~~and atcollectively ~~which~~with the ~~bid~~Company, ~~that~~LI, LW, ~~had~~LRI, ~~been~~LSI ~~previously~~and ~~submitted~~FL, bythe “Sellers”) entered into an Asset Purchase Agreement (the “LDG Asset Purchase Agreement”) with LDG-Delaware Opco, Inc., a Delaware corporation (“LDG”), ~~would~~on beFebruary a28, ~~qualified bid~~2009. AtA ~~the~~copy ~~commencement~~ of the ~~reopened~~LDG ~~Auction,~~Asset ~~the~~Purchase ~~Sellers~~Agreement ~~determined~~is ~~that~~filed ~~LDG’s~~herewith ~~bid~~as Exhibit 10.1 and was ~~the~~attached ~~highest~~as ~~and~~an ~~best~~exhibit ~~offer~~to ~~and,~~the ~~after~~Current ~~UAC~~Report ~~declined~~on toForm ~~submit~~8-K athat ~~further~~was ~~offer,~~filed by the ~~Sellers~~Company ~~declared~~on ~~LDG~~March ~~the~~3, ~~winner~~2009, ofand ~~the~~is ~~Auction~~incorporated herein by reference.

~~Following~~On ~~the~~March ~~completion of the Auction~~15, ~~on February 28,~~ 2009, the Sellers and LDG entered into an ~~Asset~~amendment ~~Purchase~~to ~~Agreement (~~the “LDG Asset Purchase Agreement”) ~~with~~(the ~~LDG~~“Amendment”). ~~Under~~Pursuant to the terms of the Amendment, LDG ~~Asset~~is ~~Purchase~~required ~~Agreement,~~to ~~LDG~~deliver ~~agrees~~ to ~~purchase~~the ~~substantially~~Sellers ~~all~~a list of the ~~assets~~contracts ofthat ~~the~~LDG ~~Sellers,~~proposes ~~including~~to ~~all~~have ofassigned ~~the~~to ~~Sellers’~~it ~~assets,~~(the ~~properties,~~“Assigned ~~rights~~Contracts ~~and~~List”) ~~claims~~one inday ~~relation~~prior to ~~the~~March ~~dinnerware~~16, ~~stemware,~~2009 ~~fine~~instead ~~crystal~~of ~~and~~five ~~beverageware,~~business ~~flatware,~~days ~~giftware,~~following ~~other~~the ~~tableware,~~date ~~holiday,~~on ~~seasonal~~which ~~and~~the ~~home~~LDG ~~decorative,~~Asset ~~figurine~~Purchase ~~and~~Agreement ~~collectible~~was ~~products~~signed, ~~and~~as ~~accessories~~was ~~and~~previously ~~other~~provided ~~similar~~for ~~products, including~~ under the ~~Lenox,~~LDG ~~Gorham,~~Asset ~~Dansk,~~Purchase ~~Department~~Agreement. The 56Amendment ~~and~~also ~~Snowbabies~~sets ~~and~~forth ~~other~~on ~~brands~~Annex ~~(the~~I thereto certain “~~Purchased~~Specified ~~Assets~~Contracts”), ~~but~~which ~~excluding~~LDG ~~certain~~may ~~assets~~elect asto ~~set~~exclude ~~forth~~from in the ~~LDG~~Assigned ~~Asset~~Contracts ~~Purchase~~List ~~Agreement including~~at ~~(i)~~ any ~~rights~~time ~~that~~on ~~the~~or ~~Sellers~~before ~~may~~60 ~~have~~days toafter ~~any~~March ~~tax~~16, ~~refunds~~2009, ~~and~~without ~~(ii)~~any ~~$1,200,000.00~~adjustment ~~that~~to the ~~Sellers~~Purchase ~~have~~Price ~~deposited~~(as ~~with~~defined ~~Wachovia~~in ~~for~~ the ~~payment~~LDG Asset ofPurchase ~~payroll and sales tax~~Agreement).

The ~~purchase~~foregoing ~~price~~description ~~that LDG has agreed to pay as consideration for the sale and purchase~~ of the ~~Purchased~~Amendment ~~Assets~~is ~~consists~~qualified ofin ~~the~~its ~~following:~~entirety ~~(i) $44,500,000.00 of debt forgiveness as evidenced~~ by ~~the~~reference credit bid of a portion of the Sellers’ obligations under the Amended and Restated Term Loan Agreement, dated as of April 20, 2007, by and among LI, D56 and LRI, as borrowers, the Company and other guarantors party thereto as guarantors, The Bank of New York Mellon, as administrative agent (as successor to ~~UBS AG, Stamford Branch), and~~ the ~~lenders party thereto (the “Term Loan Agreement”)~~Amendment, (ii) the assumption by LDG of certain assumed liabilities as specified in the LDG Asset Purchase Agreement (including certain determined cure costs), (iii) cash in an amount equal to the outstanding obligations under the Debtor-in-Possession Revolving Credit Agreement, dated as of November 25, 2008, among D56, LRI, LI, the Company, UBS Securities LLC, JP Morgan Chase Bank, NA, UBS Loan Finance LLC, UBS AG, Stamford Branch and the lenders and other guarantors that are parties thereto as of the date on which ~~the sale and purchase of the Purchased Assets~~ is ~~completed~~incorporated ~~(the~~herein “Closing Date”), and (iv) cash in an aggregate amount equal to the sum of (A) up to $2,150,000.00 to pay allowed administrative, priority and secured tax claims (excluding accrued but unpaid professional fees that are incurred by ~~the~~reference Sellers’ or the Official Committee of Unsecured Creditors through the Closing Date that have been or subsequently will be approved by the Court (the “Accrued Professional Fees”)), (B) the Accrued Professional Fees, (C) an amount equal to $250,000.00 to provide for distributions to the holders of allowed general unsecured claims against the Sellers, and ~~(D)~~attached ~~$100,000.00~~hereto to fund the costs and expenses of a plan administrator to wind down the Sellers’ estates from and after the Closing Date. LDG also agrees to offer employment to each of the Sellers’ employees who remain employed immediately prior to the Closing Date by Sellers or their subsidiaries. Those employees who accept such offers of employment shall, for a period of 1 year following the Closing Date or such longer period as ~~required~~Exhibit by law, receive compensation and benefits that are, in the aggregate, substantially equivalent to those provided to such employees prior to the Closing Date, provided that LDG shall not be required to provide equity-based benefits, defined benefit pension benefits, retiree medical or life insurance benefits, incentive or bonus plans or certain other benefits10.2.

Item 2 .01 Completion of Acquisition or Disposition of Assets

~~The~~On ~~consummation~~March of16, 2009, the ~~transactions~~Sellers ~~contemplated~~completed by the ~~LDG~~previously ~~Asset~~announced ~~Purchase~~sale ~~Agreement~~and isdisposition ~~subject~~of tosubstantially ~~(i)~~all ~~the entry~~ of ~~a final sale order by~~ the ~~Court,~~assets ~~(ii)~~of ~~clearance from~~ the ~~German~~Sellers ~~Federal~~to ~~Cartel~~LDG ~~Office~~ pursuant to ~~chapter VII of~~ the ~~Act~~LDG ~~against~~Asset ~~Restraints~~Purchase ~~of Competition~~Agreement, ~~and~~as ~~(iii)~~amended ~~certain~~by ~~other customary closing conditions, including~~ the ~~consent~~Amendment ofdescribed ~~certain~~above ~~third~~under ~~parties~~Item to1.01 (the ~~assumption and assignment of certain specified contracts from the Sellers to LDG~~“Sale”).

~~LDG~~Upon isthe ~~controlled~~consummation byof ~~Clarion~~the ~~Capital Partners~~Sale, ~~LLC~~LDG ~~and~~purchased ~~certain~~substantially ~~other~~all ~~parties~~of ~~that are~~ the ~~lenders~~assets ~~under~~of the ~~Term~~Sellers, ~~Loan~~including ~~Agreement~~all (of the ~~“Term~~Sellers’ ~~Loan~~assets, ~~Lenders”). The~~properties, ~~Term~~rights ~~Loan Lenders~~ and ~~the~~claims ~~Sellers~~in ~~also~~relation ~~entered~~to ~~into~~ the ~~Plan~~dinnerware, ~~Support Agreement~~stemware, ~~dated~~fine ascrystal ofand ~~November~~beverageware, 23flatware, ~~2008~~giftware, ~~concerning~~other ~~the~~tableware, ~~Term~~holiday, ~~Loan~~seasonal ~~Lenders’~~and ~~commitment~~home todecorative, ~~the~~figurine ~~financial~~and ~~restructuring~~collectible ofproducts ~~Lenox’s~~and ~~indebtedness~~accessories and other ~~obligations~~similar ~~(the~~products, ~~“Plan~~marketed ~~Support~~and ~~Agreement”). With~~distributed under the ~~exception~~Lenox, ofGorham, ~~the foregoing~~Dansk, ~~there~~Department is56 noand ~~material~~Snowbabies ~~relationship~~and ~~between~~other brands (the ~~Company~~“Purchased ~~and~~Assets”), ~~LDG~~but ~~other~~excluding ~~than~~certain inassets ~~respect~~as ofset forth in the LDG Asset Purchase Agreement~~. A~~ ~~copy~~including of(i) ~~the~~any ~~press~~rights ~~release~~that ~~regarding~~ the ~~reopened~~Sellers ~~Auction~~may ishave ~~attached~~to ~~hereto~~any astax ~~Exhibit~~refunds, ~~99.~~and (ii) $1,200,000.00 ~~and~~that isthe ~~incorporated~~Sellers ~~herein~~have bydeposited ~~reference~~with Wachovia for the payment of payroll and sales tax.

~~Item 1.02 Termination of a Material Definitive Agreement.~~2

As The ~~previously~~purchase ~~disclosed~~price that LDG paid as consideration for the Purchased Assets consists of the following: (i) $44,500,000.00 ~~UAC~~of ~~and~~debt forgiveness as evidenced by the ~~Sellers~~credit ~~entered~~bid ~~into~~of a portion of the ~~UAC~~Sellers’ ~~Asset~~obligations ~~Purchase~~under the Amended and Restated Term Loan Agreement, ondated ~~February~~as 14of April 20, ~~2009. Pursuant~~2007, toby and among LI, D56 and LRI, as borrowers, the ~~terms~~Company and other guarantors party thereto as guarantors, The Bank of New York Mellon, as administrative agent (as successor to UBS AG, Stamford Branch), and the ~~UAC~~lenders party thereto (the “Term Loan Agreement”), (ii) the assumption by LDG of certain assumed liabilities as specified in the LDG Asset Purchase Agreement (including certain cure costs), ~~UAC~~(iii) $18,221,083.39 ~~agreed~~in tocash, ~~purchase~~equal ~~substantially~~to ~~all~~the amount of the ~~assets~~outstanding obligations as of March ~~the~~16, ~~Sellers~~2009, ~~but~~under ~~excluding~~the ~~substantially~~Debtor-in-Possession ~~all~~Revolving Credit Agreement, dated as of ~~the~~November ~~assets~~25, ~~primarily~~2008, oramong ~~exclusively~~D56, ~~relating~~LRI, toLI, the ~~holiday~~Company, ~~seasonable~~UBS Securities LLC, ~~decorative~~JP Morgan Chase Bank, ~~figurine~~NA, UBS Loan Finance LLC, UBS AG, Stamford Branch and ~~collectible~~the lenders ~~products~~and other guarantors that are ~~manufactured~~parties thereto, ~~designed~~(iv) $6,654,268.35 ~~distributed~~in cash ~~and~~to ~~sold~~JPMorgan ~~under~~chase Bank, N.A. to cash collateralize the ~~Department~~Sellers’ letters 56of ~~brands~~credit (v) $2,500,000.00 in cash to Sellers comprising (A) $2,150,000.00 to pay allowed administrative, priority and secured tax claims (excluding accrued but unpaid professional fees that were incurred by the Sellers or onthe ~~behalf~~Official Committee of ~~D56~~Unsecured Creditors through March 16, 2009 that have been or subsequently will be approved by the United States Bankruptcy Court for the Southern District of New York (the “~~UAC~~Accrued ~~Purchased~~Professional ~~Assets~~Fees”)), (B) $250,000. As00 ~~consideration~~to provide for ~~the~~distributions ~~sale~~to ~~and~~the ~~purchase~~holders of ~~the~~allowed ~~UAC~~general unsecured ~~Purchased~~claims ~~assets~~against the Sellers, ~~UAC~~and ~~agreed~~(C) $100,000.00 to ~~pay~~fund the costs and expenses of a plan administrator to wind down the Sellers’ anestates ~~amount~~from inand after ~~cash~~March ~~equal~~16, to2009, (vi) $427,~~500~~664,~~000~~679.~~00,~~88 ~~subject~~in cash to ~~certain~~pay ~~adjustments~~the asAccrued ~~provided~~Professional Fees, (vii) $218,872.34 in ~~the~~cash ~~UAC~~to ~~Asset~~Fidelity ~~Purchase~~Title ~~Agreement~~Insurance (Company to pay certain expenses, including areal ~~working~~estate ~~capital~~transfer ~~adjustment~~taxes and mortgage recordation taxes payable in connection with the Sale, and (viii) $26,743.86 ~~minus~~in cash to Sellers to pay certain transfer taxes in connection with the Sale. The purchase price was determined ~~cure~~based ~~costs~~on negotiations between the Sellers and LDG and its ~~that~~affiliates. ~~UAC~~LDG also agreed to ~~pay,~~offer ~~and~~employment ~~plus~~to each of the ~~assumption~~Sellers’ employees who remained employed immediately prior to March 16, 2009, by ~~UAC~~Sellers or their subsidiaries. Those employees who accepted such offers of ~~certain~~employment shall, ~~assumed~~for ~~liabilities~~a period of 1 year following March 16, 2009, or such longer period as required ~~specified~~by law, receive compensation and benefits that are, in the ~~UAC~~aggregate, substantially ~~Asset~~equivalent ~~Purchase~~to ~~Agreement~~those provided to such employees prior to March 16, 2009, provided that LDG shall not be required to provide equity-based benefits, defined benefit pension benefits, retiree medical or life insurance benefits, incentive or bonus plans or certain other benefits.

OnLDG ~~February~~is ~~23,~~controlled 24by ~~and~~Clarion ~~25,~~Capital ~~2009~~Partners, ~~the~~LLC ~~Court~~and ~~conducted~~certain aother ~~hearing~~parties inthat ~~respect~~are of the ~~proposed~~lenders ~~sale~~under ~~to UAC. At~~ the ~~conclusion~~Term ofLoan ~~the~~Agreement ~~hearing,~~ (the ~~Court~~“Term ~~determined~~Loan ~~that~~Lenders”). The itTerm ~~should~~Loan ~~exercise~~Lenders ~~its~~and ~~discretion to reopen~~ the ~~Auction~~Sellers ~~and~~also ~~directed~~entered ~~that~~into ~~a new auction be conducted at which~~ the ~~bid~~Plan ~~that~~Support ~~had~~Agreement, ~~been~~dated ~~previously~~as ~~submitted~~of byNovember ~~LDG~~23, ~~would~~2008, beconcerning ~~a qualified bid. At~~ the ~~commencement~~Term ofLoan ~~the~~Lenders’ ~~reopened~~commitment ~~Auction,~~to the ~~Sellers~~financial ~~determined~~restructuring ~~that~~of ~~LDG~~Lenox’s ~~bid~~indebtedness ~~was the highest~~ and ~~best~~other ~~offer~~obligations ~~and,~~(the ~~after~~“Plan ~~UAC~~Support ~~declined~~Agreement”). With ~~to submit a further offer,~~ the ~~Sellers~~exception ~~declared~~of ~~LDG~~ the ~~winner. As~~foregoing, athere ~~result~~is ~~thereof,~~no ~~UAC~~material ~~notified~~relationship between the Company onand ~~February~~LDG ~~26,~~other ~~2009~~than ~~that~~in itrespect ~~was~~of ~~terminating~~ the ~~UAC~~LDG Asset Purchase Agreement, ~~in accordance with its terms effective~~ as ofamended ~~February~~by ~~25,~~the ~~2009~~Amendment. ~~The~~A ~~Company~~copy ~~will~~of ~~not~~the ~~incur~~press ~~any~~release ~~termination~~regarding ~~penalty in connection with~~ the ~~termination~~completion of the ~~UAC~~sale ~~Asset~~described ~~Purchase~~above ~~Agreement and there~~ is noattached ~~material relationship~~hereto ~~between~~as ~~the~~Exhibit ~~Company~~99.1 and ~~UAC~~is ~~other~~incorporated ~~than~~herein inby ~~respect of the UAC Asset Purchase Agreement~~reference.

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; (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, 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 – 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 LDG-Delaware Opco, Inc., dated February 28, 2009.
EX - 99.1		Press Release dated February 27, 2009.
EX – 10.2		Amendment to 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 LDG-Delaware Opco, Inc., dated March 15, 2009.
EX - 99.1		Press Release dated March 16, 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: March 3, 2009	By:	/s/ Fred Spivak
Date: March 19, 2009	By:	/s/ Marc Pfefferle
		Fred Spivak, Chief Operating and Financial Officer
		Marc Pfefferle, Chief Executive Officer

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 LDG-Delaware Opco, Inc., dated February 28, 2009.
EX - 99.1		Press Release dated February 27, 2009.
EX – 10.2		Amendment to 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 LDG-Delaware Opco, Inc., dated March 15, 2009.
EX - 99.1		Press Release dated March 16, 2009.

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