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CUSIP No. ▇▇▇▇▇▇▇▇▇
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EXHIBIT 1
AGREEMENT dated as of February 5, 1999, by and among ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation
("Yacktman Asset Management") and The Yacktman Funds, inc., a Maryland
corporation (the "Yacktman Funds").
WHEREAS, in accordance with Rule 13d-1(k) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever
two or more persons are required to file a statement pursuant to Section 13(d)
of the Act with respect to the same securities, provided that said persons agree
in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Each of Yacktman, Yacktman Asset Management and The Yacktman Funds
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
Department 56 Incorporated and hereby further agree that said Statement shall be
filed on behalf of each of Yacktman, Yacktman Asset Management and The Yacktman
Funds. Nothing herein shall be deemed to be an admission that the parties
hereto, or any of them are members of a "group" (within the meaning of Section
13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of Department 56 Incorporated.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE YACKTMAN FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
YACKTMAN ASSET MANAGEMENT CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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