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):
August 17, 1998
FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 1-8668 41-1396490
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4400 Baker Road, Minnetonka, Minnesota 55343
(Address of principal executive offices) (zip code)
(612) 932-3100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Matters.
On August 17, 1998, Fingerhut Companies, Inc., a Minnesota
corporation ("FCI"), announced that the Internal Revenue Service (the
"IRS") advised FCI of its informal approval (the "Oral Ruling") of FCI's
previously-filed request (the "Ruling Request") to spin off FCI's
approximate 83% interest in Metris Companies Inc., a Delaware corporation
("Metris"). On August 18, 1998, FCI received written confirmation (the
"Written Ruling") from the IRS of the Oral Ruling. Under the terms set
forth in the Ruling Request: (i) FCI's indirectly wholly owned subsidiary,
FFS Holdings ("Holdings"), would be liquidated into its parent, Fingerhut
Corporation, a Minnesota corporation ("FC"); (ii) FC then would spin off
the stock of its approximately 83%-owned indirect subsidiary, Metris, to
FC's parent, FCI (the "First Distribution") and (iii) FCI then would effect
a distribution of all of the shares of common stock, par value $.01 per
share, of Metris (the "Metris Shares") owned by FCI on a pro rata basis to
all of the holders of common stock, par value $.01 per share, of FCI (the
"FCI Common") on the applicable record date (the "Second Distribution";
and, together with the First Distribution, the "Distributions"). Currently,
FC is a direct wholly-owned subsidiary of FCI; Holdings is a direct,
wholly-owned subsidiary of FC; and Metris is a direct, approximately
83%-owned subsidiary of Holdings. The Written Ruling provides, among other
things, that (i) the First Distribution will not be a taxable event to
either of FC or FCI and (ii) the Second Distribution will not be a taxable
event to either of FCI or the holders of FCI Common.
The Distributions, and each of the other transactions related
thereto, were approved by the Board of Directors of FCI (the "Board") on
August 10, 1998, subject to the conditions set forth in the next paragraph.
The Board has set September 11, 1998 as the record date of the Second
Distribution and September 25, 1998 as the date on which the Second
Distribution will be effected. In addition, the Board has amended the
Fingerhut Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan,
the Fingerhut Companies, Inc. Stock Option Plan, the 1992 Long-Term
Incentive and Stock Option Plan and the Fingerhut Companies, Inc.
Performance Enhancement Investment Plan (collectively, the "Plans") to,
among other things, permit the acceleration of unvested options granted
under the Plans and adjust the exercise price of options granted or
purchased under the Plans to compensate optionholders for the change in the
market price of FCI Common resulting from the Second Distribution.
The Distributions are subject to the following conditions:
(i) all necessary third party consents, (ii) all necessary consents of
governmental or regulatory bodies and (iii) the shares of Metris Common
Stock to be issued or initially reserved for issuance having been approved
for inclusion in the Nasdaq National Market System, subject to official
notice of issuance.
Metris and its subsidiaries (collectively, the "Metris Group")
are engaged in several lines of business. Metris Direct, Inc., a Minnesota
corporation and a wholly owned subsidiary of Metris ("Direct"), provides
merchandise service contracts that extend a manufacturer's warranty on
labor and parts. These contracts are presently provided to customers of FC.
The contracts are also offered to credit card customers of Direct Merchants
Credit Card Bank, National Association ("DMCCB"), which is a wholly-owned
subsidiary of Direct engaged in the Credit Card Business described below.
Direct is also seeking to market extended service plans through retailers
other than FC. DMCCB is a special purpose credit card bank primarily
engaged in issuing MasterCard and Visa credit cards (the "Credit Card
Business"). DMCCB issues DMCCB branded credit cards to the public as well
as DMCCB "co-branded" credit cards to customers of FC and others. In
addition, credit card receivables of the Credit Card Business are
securitized through two subsidiaries of Direct: (i) Metris Receivables,
Inc., a Delaware corporation formerly known as Fingerhut Financial Services
Receivables Inc., and (ii) Metris Funding Co., a Delaware corporation. The
Metris Group also sells a variety of fee-based products and services to its
credit card customers, to customers of certain other subsidiaries of FCI
and to credit card customers of unrelated third parties. These products
include (i) debt waiver protection in the event of unemployment, disability
or death, (ii) card registration, (iii) third-party insurance and
(iv) third-party membership clubs.
Following consummation of the Second Distribution, FCI will
continue to own and operate the businesses of its various subsidiaries
(other than such subsidiaries which are part of the Metris Group), which
are primarily engaged in the direct mail marketing business.
Further information regarding the Distributions can be found in
the press release relating to these developments, a copy of which is
attached hereto as Exhibit 99.1.
<PAGE>
Item 7. Exhibits.
(c) Exhibits:
99.1 Press Release of Fingerhut Companies, Inc., dated
August 17, 1998, announcing the IRS and Board approval
of the Distributions.
For Immediate Release
Fingerhut Companies, Inc.
Contact:
Lynda Nordeen
Director, Corporate Communications
(612) 936-5015
[email protected]
or
Eapen Chacko
Director, Investor Relations
(612) 932-3371
[email protected]
IRS Advises Fingerhut of Favorable Spin-Off Ruling
Board Authorizes Metris Spin, Sets Record Date and Distribution Date
MINNEAPOLIS - Aug. 17, 1998 - Fingerhut Companies, Inc. (NYSE:FHT), one of
the nation's largest catalog companies and direct marketers, announced
today that the Internal Revenue Service (IRS) has advised the Company of
its informal approval of the previously filed ruling request to spin off
Fingerhut's approximate 83-percent interest in Metris Companies Inc.
(NASDQ:MTRS). The IRS has also indicated that it intends to issue the
formal written ruling within the next few days. Fingerhut's board of
directors has approved the spin off and has set Sept. 11, 1998, as the
record date and Sept. 25, 1998, as the distribution date.
The ruling from the IRS will provide that the distribution will be tax free
to Fingerhut and its shareholders for federal income tax purposes, except
to the extent that cash is received in payment of fractional shares. The
spin off will be effected as a dividend distribution of all of the shares
of common stock of Metris owned by Fingerhut. The definitive distribution
ratio will be determined shortly after the record date.
"The spin off creates significant value for Fingerhut shareholders," said
Ted Deikel, Fingerhut chairman and chief executive officer. "Fingerhut can
now fully concentrate its financial and other resources on new
opportunities for growth and Metris will have access to capital to finance
its aggressive plans."
In July, Fingerhut acquired an equity interest in PC Flowers and Gifts,
Inc., a leading on-line provider of flowers, gift baskets and gourmet food.
The Company also announced, August 13, that it has entered into a
definitive agreement to acquire Arizona Mail Order, a leading cataloger of
women's apparel. These recent transactions reflect Fingerhut's strategy to
increase top-line growth.
Metris Companies Inc. is an information-based direct marketer of consumer
credit products, extended service plans, and fee-based products and
services. Based in St. Louis Park, Minn., Metris has operations in Tulsa,
Okla.; Salt Lake City, Utah; Baltimore, Md.; and Champaign, Ill., and
currently employs approximately 1,600 people.
Fingerhut Companies, Inc. is a leading database marketing company selling a
broad range of products and services through catalogs, direct marketing and
the Internet. The Company also owns approximately 20 percent of PC Flowers
& Gifts, Inc., an Internet retailer. Based in Minnetonka, Minnesota, the
Company and its subsidiaries employ approximately 9,500 people. Fingerhut
can be found on the Internet at www.fingerhut.com, www.andysgarage.com,
www.thehut.com and www.pcflowers.com.
