SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K/A
AMENDMENT TO CURRENT REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 1, 1998
___________________________
FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State of Incorporation)
1-8668 41-1396490
Commission File Number (I.R.S. Employer Identification No.)
4400 Baker Road, Minnetonka, Minnesota 55343
(Address of principal executive offices)
(612) 932-3100
(Registrant's telephone number, including area code)
FINGERHUT COMPANIES, INC.
FORM 8-K/A
This Current Report on Form 8-K/A amends Item 7(b) of the Current Report
on Form 8-K originally filed on October 1, 1998.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
The following financial statements for the thirty-nine weeks ended
September 25, 1998, appearing in the Fingerhut Companies, Inc. (the
"Company") Form 10-Q for the thirteen weeks ended September 25, 1998 and
filed on November 9, 1998, are incorporated by reference into this form 8-
K/A:
Consolidated Statements of Operations (Unaudited) for the thirteen
and thirty-nine weeks ended September 25, 1998 and September 26, 1997.
Consolidated Statements of Financial Position (Unaudited) as of
September 25, 1998 and December 26, 1997.
Condensed Notes to Consolidated Financial Statements (Unaudited)
The selected unaudited pro forma consolidated financial information of
the Company, included in Item 7(b) of this Form 8-K/A, is based on and
should be read in conjunction with the audited consolidated financial
statements and notes thereto appearing the Company's annual report on
Form 10-K for the year ended December 26, 1997 and the unaudited
consolidated financial statements and notes thereto appearing in the
Company's Form 10-Q for the thirty-nine weeks ended September 25, 1998.
The accompanying unaudited pro forma consolidated financial statement of
earnings for the year ended December 26, 1997, gives effect to the spin-
off (the "Spin-Off") of Metris Companies Inc. ("Metris") as if the Spin-
Off had occurred on December 28, 1996.
The unaudited pro forma adjustments are based upon available information
and certain assumptions that management believes are reasonable under the
circumstances. The unaudited pro forma information presented is for
informational purposes only and does not purport to represent what the
Company's results of operations would actually have been if the Spin-Off
had occurred on December 28, 1996, nor to project the Company's results
of operations for any future date or period.
<TABLE>
FINGERHUT COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(In thousands of dollars, except share and per share data)
(Unaudited)
Fiscal Year Ended December 26, 1997
Pro forma
Historical Spin-Off as adjusted
Revenues:
<S> <C> <C> <C> <C>
Net sales $1,534,967 $ 1,406 $1,533,561
Finance income and
other securitization
income, net 263,650 274,527 (10,877)
1,798,617 275,933 1,522,684
Costs and expenses:
Product cost 738,830 90 738,740
Administrative and
selling expenses 759,687 163,603 596,084
Provision for uncol-
lectible accounts 141,582 43,989 97,593
Interest expense, net 37,647 9,701 27,946
1,677,746 217,383 1,460,363
Earnings before
income taxes and
minority interest 120,871 58,550 62,321
Provision for income taxes 45,092 22,542 22,550
Net earnings
before minority interest 75,779 36,008 39,771
Minority interest 6,450 6,450 -
Net earnings $ 69,329 $ 29,558 $ 39,771
Earnings per share:
Basic $ 1.50 $ .64 $ .86
Diluted $ 1.40 $ .59 $ .81
Weighted average shares:
Basic 46,166,842 46,166,842 46,166,842
Diluted 49,377,695 49,377,695 49,377,695
</TABLE>
FINGERHUT COMPANIES, INC.
PRO FORMA CONDENSED NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
1. Pro forma consolidated statement of earnings
The unaudited pro forma consolidated statements of earnings for the
fiscal year ended December 26, 1997, give effect to the tax-free spin-
off of Metris Companies Inc. (Metris), the Company's 83% owned
subsidiary, as if such spin-off had occurred on December 28, 1996,
the first day of fiscal year ended December 26, 1997.
2. Net Sales
Included within net sales of the Pro Forma as adjusted balances is
the effect of the deferral of commission revenue related to extended
service plans (ESP). With the Spin-Off, and in accordance with
Generally Accepted Accounting Principles, the Company would have
discontinued the deferral of commission revenue earned from the sale
of ESP's (underwritten by Metris; now a third party) over the life of
such plans. This would have resulted in $3.3 million of additional
revenue over the historical balances.
3. Income taxes
The provisions for the Company's and Metris' pro forma income taxes
are based on the historical effective tax rates and are recalculated
based upon the pro forma results of earnings for the fiscal year
ended December 26, 1997.
4. Earnings per share
The basic and diluted "historical" and "pro forma as adjusted"
earnings per share amounts have been determined based upon the
weighted average number of common shares outstanding and include
common stock equivalents. As no shares were issued relating to this
specific transaction and no adjustments were made for the effect of
pro forma stock option exercises, the number of weighted average
shares for "historical" and "pro forma as adjusted" are identical.
SIGNATURES
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 thereunto duly authorized.
FINGERHUT COMPANIES, INC.
Date: November 23, 1998 By:
/s/ Gerald T. Knight
Gerald T. Knight
Chief Financial Officer
(Principal Financial Officer)
Date: November 23, 1998 By:
/s/ John C. Manning
John C. Manning
Vice President, Finance
Date: November 23, 1998 By:
/s/ Thomas C. Vogt
Thomas C. Vogt
Corporate Controller
(Principal Accounting Officer)
SIGNATURES
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 thereunto duly authorized.
