SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 33-77780
December 27, 1996 Commission file number
____________________
FINGERHUT MASTER TRUST
Fingerhut Receivables, Inc., as Transferor
(Exact name of registrant as specified in its charter)
Delaware 41-1396490
(State of Incorporation) (I.R.S. Employer Identification No.)
4400 Baker Road, Suite F-480, Minnetonka, Minnesota 55343
(Address of principal executive offices)
(612) 936-5035
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Floating Rate Accounts Receivable Certificates, Series 1994-1, Class A
Floating Rate Accounts Receivable Certificates, Series 1994-1, Class B
The Registrant has no voting stock or class of common stock outstanding as
of the date of this report.
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
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TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of
Security Holders 3
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 4
PART III
Item 10. Directors and Executive Officers
of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial
Owners and Management 4
Item 13. Certain Relationships and Related Transactions 5
PART IV
Item 14. Exhibits, Financial Statement Schedules 5
and Reports on Form 8-K
Signatures 5
PART I
Item 1. Business
The Fingerhut Master Trust (the "Trust" or the
"Registrant") was originated by Fingerhut Receivables,
Inc. (the "Transferor"), as Transferor under the
Amended and Restated Pooling and Servicing Agreement
dated as of January 12, 1997, (the P&S Agreement") by
and among the Transferor, Fingerhut National Bank, as
servicer (the "Servicer") and Bank of New York
(Delaware), as trustee. The Series 1994-1 Supplement
dated as of June 29, 1994 to the P&S Agreement provided
for the issuance of the Floating Rate Accounts
Receivable Certificates, Series 1994-1 (the
"Certificates"). The Certificates represent interests
in the Trust only and do not represent interests in or
obligations of Fingerhut Receivables, Inc., Fingerhut
National Bank, Fingerhut Corporation or any affiliate
thereof. There are four classes of Certificates.
Class A and Class B are registered pursuant to Section
12(g), Class C is privately held and the Transferor
holds Class D. The Transferor has retained the
subordinated transferor's interest in the Trust.
Item 2. Properties
The Trust's sole asset is a pool of closed-end
consumer accounts receivable originated by Fingerhut
Corporation, Fingerhut National Bank and certain
affiliates.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholders Matters
Each Class of the Certificates representing
investors' interests in the Trust is represented by a
single Certificate of such Class registered in the name
of Cede & Co. ("Cede"), the nominee of The Depository
Trust Company. To the best knowledge of the
Registrant, there is no established public trading
market for the Certificates.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners
and Management
The Certificates representing investors' interests
in the Trust are represented by a single Certificate
registered in the name of Cede, the nominee of DTC, and
an investor holding an interest in the Trust is not
entitled to receive a Certificate representing such
interest except in certain limited circumstances.
Accordingly, Cede is the sole holder of record of
Certificates, which it holds on behalf of brokers,
dealers, banks and other direct participants in the DTC
system. Such direct participants may hold Certificates
for their own accounts or for the accounts of their
customers. The name and address of Cede is :
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a) 1. Annual Servicer's Certificate dated March 27, 1997.
2. Supplementary Fingerhut Master Trust Data.
(b) No reports on Form 8-K were filed during the
fourth fiscal quarter of 1996.
(c) Not applicable.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 27th day of
March, 1997.
FINGERHUT MASTER TRUST
(Registrant)
By: /s/James M. Wehmann
James M. Wehmann
President
Fingerhut Receivables, Inc.,
as Transferor
INDEX TO EXHIBITS
Exhibit Description of Exhibit
Number
20(a) Annual Servicer's Certificate
20(b) Supplementary Master Trust Data
Exhibit 20 (a)
ANNUAL SERVICER'S CERTIFICATE
FINGERHUT MASTER TRUST
The undersigned, a duly authorized representative of
Fingerhut Corporation, as the prior Servicer pursuant to
the Amended and Restated Pooling and Servicing Agreement dated as of
January 12, 1997 (the "Pooling and Servicing Agreement"), by and among
Fingerhut Receivables, Inc. (the "Transferor"), Fingerhut National Bank,
as Servicer and The Bank of New York (Delaware), as trustee (the "Trustee")
does hereby certify that:
1. Fingerhut Corporation was Servicer under the Pooling and
Servicing Agreement until January 12, 1997. After January 12, 1997,
Fingerhut National Bank was appointed as Servicer but Fingerhut Corporation
remains jointly and severally liable as servicer.
2. The undersigned is duly authorized pursuant to the
Pooling and Servicing Agreement to execute and deliver this
Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section
3.5 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during
the period from the Closing Date until December 27, 1996 was
conducted under my supervision.
5. Based on such review, the Servicer has, to the
best of my knowledge, fully performed all of its obligations
under the Pooling and Servicing Agreement throughout such
period and no default in the performance of such obligations
has occurred or is continuing except as set forth in
paragraph 6 below.
6. The following is a description of each default in
the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement, including
any Supplement, known to me to have been made during such
period which sets forth in detail (i) the nature of each
such default, (ii) the action taken by the Servicer, if any,
to remedy each such default and (iii) the current status of
each such default:
None.
IN WITNESS WHEREOF, the undersigned has duly executed
this certificate on March 27, 1997.
FINGERHUT CORPORATION
/s/James M. Wehmann
--------------------------
Name: James M. Wehmann
Title: Treasurer
Exhibit 20(b)
SUPPLEMENTARY FINGERHUT MASTER TRUST DATA
SERIES 1994-1
1. The total amount distributed during 1996 Class A $141.7274306
stated on the basis of an original Class B $ 61.4357639
principal amount of $1,000 per Certificate: Class C $ 65.4913198
2. The amount of such distribution Class A $ 83.3333333
allocable to Certificate Principal Class B $ 0
stated on the basis of an original Class C $ 0
principal amount of $1,000 per
Certificate:
3. The amount of such distribution Class A $ 58.3940973
allocable to Certificate Interest stated Class B $ 61.4357639
on the basis of an original principal Class C $ 65.4913198
amount of $1,000 per Certificate:
4. The amount of Principal Collections Class A $616,087,537.04
received in the Collection Account Class B $ 79,216,172.40
during the period from December 30, 1995 Class C $ 79,216,172.40
to December 27, 1996 and allocated in Class D $104,986,846.33
respect of the Class A Certificates, the ---------------
Class B Certificates, the Class C $879,506,728.17
Certificates and the Class D
Certificates, respectively:
5. The amount of Imputed Yield Collections Class A $228,949,133.73
processed during the period from Class B $ 29,438,144.69
December 30, 1995 to December 27, 1996 and Class C $ 29,438,144.69
allocated in respect of the Class A Class D $ 39,033,933.92
Certificates, the Class B Certificates,
the Class C Certificates and the Class D
Certificates, respectively:
6. The aggregate amount of the:
Principal Receivables $1,459,923,809.58
Invested Amount $1,022,728,000.00
Class A Invested Amount $ 715,900,000.00
Class B Invested Amount $ 92,050,000.00
Class C Invested Amount $ 92,050,000.00
Class D Invested Amount $ 122,728,000.00
Floating Allocation Percentage 70.0535188%
Class A Floating Allocation Percentage 49.0368056%
Class B Floating Allocation Percentage 6.3051236%
Class C Floating Allocation Percentage 6.3051236%
Class D Floating Allocation Percentage 8.4064661%
each as of the end of the day on
December 27, 1996.
7. The aggregate outstanding balance of
Receivables which are :
Current $1,504,334,964.58
30 Days to 59 Days $ 105,335,001.54
60 Days to 89 Days $ 73,349,277.08
90 Days and Over $ 263,545,836.24
as of the end of the day on
December 27, 1996.
8. The aggregate Investor Default Amount $ 190,640,455.07
for the period from December 30, 1995 to
December 27, 1996.
9. The aggregate amount of Class A Investor Class A $0
Charge-Offs, Class B Investor Charge Class B $0
Offs, Class C Investory Charge-Offs and Class C $0
Class D Investor Charge-Offs for the Class D $0
period from December 30, 1995 to
December 27, 1996.
10. The amount of the Servicing Fee for the $ 20,454,562.71
period from December 30, 1995 to
December 27, 1996.
11. The Class A Pool Factor, the Class B
Pool Factor and the Class C Pool Factor
as of December 27, 1996:
Class A Pool Factor 1.000
Class B Pool Factor 1.000
Class C Pool Factor 1.000
12. The amount of Reallocated Class B
Principal collections, Reallocated
Class C Principal Collections and Reallocated
Class D Principal Collections for the
period from December 30, 1995 to
December 27, 1996.
Class B 0
Class C 0
Class D $39,341,653.85
---------------
$39,341,653.85
13. The aggregate amount of funds in the None
Excess Funding Account and the Pre-
Funding Account at December 27, 1996.
14. Whether a Class C Trigger Event has None
occurred and if so the Specified Class C
Reserve Amount.
