UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Fingerhut Companies, Inc.,
4400 Baker Road
Minnetonka, MN 55343
2. Date of Event Requiring Statement (Month/Day/Year)
9/27/1999 (1)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Freeshop.com, Inc. (FSHP)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[X] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Beneficially Owned
- -----------------------------------------------------------------------------------------------------
1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 1,619,387.00 D Direct
<CAPTION>
Table II Derivative Securitites Beneficially Owned
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1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Preferred Stock Series B (2) Common Stock 1,925,712.0 D Direct
0
Warrants (Right to Buy) (3) 12/31/00 Common Stock 1,586,156.0$2.209000 D Direct
0
<FN>
Explanation of Responses:
(1)
Proposed date of initial public offering of Issuer.
(2)
The Preferred Stock Series B will automatically convert into Common Stock upon the closing of the initial public offering.
(3)
The warrant is currently exercisable.
- -
The amounts shown in Tables I and II represent the beneficial ownership of the Issuer's equity securities by Fingerhut Companies,
Inc. Federated Department Stores, Inc. may be deemed to control Fingerhut by virtue of its ownership of 100% of Fingerhut's capital
stock and its corresponding right to elect Fingerhut's directors, and therefore, the Issuer's equity securities may be also deemed
to be beneficially owned by Federated.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Fingerhut Companies, Inc. by Karen M. Hoguet, Vice President
DATE
<PAGE>
Joint Filer Information
Name of Joint Filer: Federated Department Stores, Inc.
Address: 7 West Seventh Street
Cincinnati, OH 45202
Designated Filer: Fingerhut Companies, Inc.
Issuer & Ticker
Symbol: Freeshop.com, Inc. ("FSHP")
Date of Event
Requiring Statement: September 27, 1999
Federated Department Stores, Inc.
Signature: /s/_Karen M. Hoguet
Karen M. Hoguet
Senior Vice President and
Chief Financial Officer
