SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE
13d-2(b)
(Amendment
No. 1)1
Lifetime
Brands, Inc.
(Name
of Issuer)
Common
Stock, $.01 par value
(Title
of Class of Securities)
53222Q103
(CUSIP
Number)
December
31, 2005
(Date
of Event Which Requires Filing of this Statement)
Check
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
[
]
|
Rule
13d-1(b)
|
|
[X]
|
Rule
13d-1(c)
|
|
[
]
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Rule
13d-1(d)
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1The
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 the
disclosures provided in a prior cover page.
The
information required in 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).
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CUSIP
NO. 53222Q103
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Page
2 of 7 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES
ONLY)
Milton
L. Cohen
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|
|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b) [
]
|
|
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3
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SEC
USE ONLY
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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|
6
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SHARED
VOTING POWER
1,126,234
|
|
|
7
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SOLE
DISPOSITIVE POWER
-0-
|
|
|
8
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SHARED
DISPOSITIVE POWER
1,126,234
|
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,126,234
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[
]
|
|
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
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|
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12
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TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
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CUSIP
NO. 53222Q103
|
Page
3 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES
ONLY)
Norma
M. Cohen
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,126,234
|
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED
DISPOSITIVE POWER
1,126,234
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,126,234
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[
]
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
|
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
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Item
1(a).
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Name
of Issuer:
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Lifetime
Brands, Inc.
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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One
Merrick Avenue
Westbury,
New York 11590
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Item
2(a).
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Names
of Persons Filing:
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Milton
L. Cohen
Norma
M. Cohen
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Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
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133
Everit Avenue
Hewlett
Bay Park, NY 11557
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Item
2(c).
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Citizenship:
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United
States of America
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Item
2(d).
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Title
of Class of Securities:
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Common
Shares, par value $.01 per share
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Item
2(e).
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CUSIP
Number:
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53222Q103
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Item
3.
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Type
of Reporting Person:
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Not
Applicable
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Item
4.
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Ownership.
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Item
4(a).
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Amount
Beneficially Owned:
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As
of
December 31, 2005, Milton L. Cohen beneficially owned 1,126,234 shares of
Common
Stock of Lifetime Brands, Inc., which amount includes (i) 1,086,234 shares
beneficially owned by Mr. Cohen and (ii) 40,000 shares issuable pursuant
to
options held by him that were currently exercisable. Pursuant to a Durable
General Power of Attorney executed by Mr. Cohen in favor of his wife, Norma
M.
Cohen, Mrs. Cohen has shared voting and dispositive power over such
shares.
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Item
4(b).
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Percent
of Class:
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8.7%
beneficially owned; calculation of percentage of beneficial ownership is based
on 12,685,645 shares of Common Stock of the Issuer outstanding as of September
30, 2005, as reflected in the Issuer’s form of prospectus filed with the
Securities and Exchange Commission on November 21, 2005 pursuant to Rule
424(b)(i), promulgated under the Securities Act of 1933, as amended, together
with the 233,000 shares of Common Stock issued by the Issuer pursuant to the
over-allotment option discussed therein.
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Item
4(c).
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Number
of shares as to which such persons have:
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(i)
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sole
power to vote or to direct the vote: -0-
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(ii)
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shared
power to vote or to direct the vote: 1,126,234
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(iii)
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sole
power to dispose or to direct the disposition of: -0-
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(iv)
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shared
power to dispose or to direct the disposition of:
1,126,234
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Items
5-9.
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Not
applicable.
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
February
10, 2006
Date
/s/
Norma M. Cohen p/a Milton L. Cohen
Milton
L.
Cohen by Norma M. Cohen as
attorney-in-fact
February
10, 2006
Date
/s/
Norma M. Cohen
Norma
M.
Cohen
The
undersigned agree that the Schedule 13G filing to which this Agreement is
attached is filed on behalf of each one of them.
Dated:
February
10, 2006
/s/
Norma M. Cohen p/a Milton L. Cohen
Milton
L.
Cohen by Norma M. Cohen as
attorney-in-fact
/s/
Norma M. Cohen
Norma
M.
Cohen