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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FINGERHUT COMPANIES, INC.
(Name of Subject Company)
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FINGERHUT COMPANIES, INC.
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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317867 10 9
(CUSIP Number of Class of Securities)
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MICHAEL P. SHERMAN
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FINGERHUT COMPANIES, INC.
4400 BAKER ROAD
MINNETONKA, MINNESOTA 55343
(612) 932-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
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COPIES TO:
PHILIP S. GARON, ESQ.
FAEGRE & BENSON LLP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-4129
(612) 336-3000
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Fingerhut Companies, Inc. hereby amends its Solicitation/Recommendation
Statement on Schedule 14D-9 dated February 18, 1999 (the "Schedule 14D-9")
as follows:
Paragraph number 9 of Item 4 appearing on Page 17 of the Schedule 14D-9
is hereby amended and restated in its entirety as follows:
9. the presentations of Salomon Smith Barney at the January 29,
February 5, and February 10, 1999 Board meetings, including the opinion
of Salomon Smith Barney, dated February 10, 1999, to the effect that, as
of such date and based upon and subject to certain matters stated in
such opinion, the $25.00 per Share cash consideration to be received in
the Offer and the Merger by holders of Shares (other than Parent and its
affiliates) was fair, from a financial point of view, to such holders.
The full text of Salomon Smith Barney's opinion, which sets forth the
assumptions made, matters considered and limitations on the review
undertaken by Salomon Smith Barney, is attached hereto as Exhibit 9 and
is incorporated herein by reference. (Salomon Smith Barney has provided
the Company with the consent required by its opinion letter to the Board
attached hereto as Exhibit 9). Salomon Smith Barney's opinion is directed
only to the fairness, from a financial point of view, of the $25.00 per
Share cash consideration to be received in the Offer and the Merger by
holders of Shares (other than Parent and its affiliates) and is not
intended to constitute, and does not constitute, a recommendation as to
whether any Shareholder should tender Shares pursuant to the Offer.
HOLDERS OF SHARES ARE ENCOURAGED TO READ SALOMON SMITH BARNEY'S OPINION
CAREFULLY IN ITS ENTIRETY; and
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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.
Fingerhut Companies, Inc.
By /s/ Theodore Deikel
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Theodore Deikel
Chairman and Chief Executive Officer
Dated: March 4, 1999
