sc13da106297016_09172008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Lenox Group Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

526262100
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 17, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

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. 526262100
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS CREDIT OPPORTUNITIES MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,436,023
8
SHARED VOTING POWER
 
 - 0 -
9
SOLE DISPOSITIVE POWER
 
1,436,023
10
SHARED DISPOSITIVE POWER
 
 - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,436,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
CO

2
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,182
8
SHARED VOTING POWER
 
 - 0 -
9
SOLE DISPOSITIVE POWER
 
264,182
10
SHARED DISPOSITIVE POWER
 
 - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,182
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
CO

3
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,700,205
8
SHARED VOTING POWER
 
 - 0 -
9
SOLE DISPOSITIVE POWER
 
1,700,205
10
SHARED DISPOSITIVE POWER
 
 - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IA, OO

4
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,700,205
8
SHARED VOTING POWER
 
 - 0 -
9
SOLE DISPOSITIVE POWER
 
1,700,205
10
SHARED DISPOSITIVE POWER
 
 - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
1,700,205
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
1,700,205
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
1,700,205
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
1,700,205
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IN

7
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
1,700,205
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
1,700,205
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IN

8
CUSIP NO. 526262100
 
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
1,700,205
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
1,700,205
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,700,205
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
14
TYPE OF REPORTING PERSON
 
IN

9
CUSIP NO. 526262100
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 2.                                Identity and Background.

Item 2 is hereby amended to add the following:

Since the filing of the initial Schedule 13D, RCG Carpathia Master Fund, Ltd has changed its name to Ramius Credit Opportunities Master Fund Ltd (“Ramius Credit Master Fund”) and RCG Enterprise, Ltd has changed its name to Ramius Enterprise Master Fund Ltd.

Item 4.                                Purpose of Transaction.

Item 4 is hereby amended to add the following:

As of the date hereof, Ramius Credit Master Fund owns approximately $24,750,000 face value of the amount outstanding under the Issuer’s Amended and Restated Term Loan Credit Agreement, dated as of April 20, 2007 (the “Term Loan”).

The Reporting Persons, in connection with Ramius Credit Master Fund’s ownership interest in the Issuer’s bank debt payable under the Term Loan (the “Bank Debt”), have engaged, and intend to continue to engage, in discussions with the other holders of the Bank Debt regarding their respective investments in the Bank Debt and alternatives relating thereto, including, but not limited to, the revision of the terms of the Bank Debt or the conversion of the Bank Debt into equity.  The Bank Debt holders under the Term Loan (collectively, the “Lenders”), including Ramius Credit Master Fund, have jointly retained counsel in connection with their respective investments in the Bank Debt to communicate and negotiate the positions of the Lenders in discussions with the Issuer regarding the potential restructuring of the Bank Debt.  Each Lender will be making its own independent decision with respect to any proposal to or from the Issuer relating to the Bank Debt. The Reporting Persons, either on their own or together with the Lenders, intend to engage in discussions with management and the Board of Directors of the Issuer concerning the potential restructuring of the Bank Debt.

The Reporting Persons expressly disaffirm the existence of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) with any Lender(s) other than Ramius Credit Master Fund and disclaim beneficial ownership of any Shares beneficially owned by any other Lender.
 
10
CUSIP NO. 526262100
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated:  September 19, 2008

RAMIUS CREDIT OPPORTUNITIES
MASTER FUND LTD
RAMIUS ENTERPRISE
MASTER FUND LTD
   
By:  Ramius LLC,
its investment advisor
By:  Ramius LLC,
its investment manager
   
By:  C4S & Co., L.L.C.,
as managing member
By:  C4S & Co., L.L.C.,
as managing member
   
RAMIUS LLC
C4S & CO., L.L.C.
   
By:  C4S & Co., L.L.C.,
as managing member
  


 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 


JEFFREY M. SOLOMON
 
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in- fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss


11