8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15d of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2004

SPIEGEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16126	36-2593917
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

3500 Lacey Road Downers Grove, IL	60515-5432
(Address of principal executive offices)	(Zip Code)

(630) 986-8800

(Registrant’s telephone number, including area code)

No Change

(Former name or Former address, if changed since last report)

ITEM 9. OTHER EVENTS AND REGULATION FD DISCLOSURE

Spiegel, Inc. (the “Company”) filed its monthly operating report for the period commencing May 2, 2004 and ended May 29, 2004 (the “Operating Report”) with the United States Bankruptcy Court for the Southern District of New York, a copy of which is attached hereto as Exhibit 99, in connection with its voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Bankruptcy Code in Case No. 03-11540.

The Company cautions readers not to place reliance upon the information contained therein. The Operating Report contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Company also cautions readers to read the Cautionary Statement contained as part of the Operating Report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)	Exhibit.	Document Description
	99	Monthly Operating Report for the Period May 2, 2004 to May 29, 2004.

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.

	SPIEGEL, INC.
	(Registrant)
Dated: June 24, 2004	/s/ James M. Brewster
	James M. Brewster
	Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)

EXHIBIT INDEX

Exhibit Number	Document Description
99	Monthly Operating Report For The Period May 2, 2004 to May 29, 2004.

EX-99

Exhibit 99

CAUTIONARY STATEMENT

The Company cautions readers not to place undue reliance upon the information contained herein. The Monthly Operating Report (“Operating Report”) contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report contains information for periods which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such information may not be indicative of the Company’s financial condition or operating results for the periods reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act and readers are cautioned to refer to the Exchange Act filings. Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company’s operating performance that may not be realized and are subject to significant business, economic and competitive uncertainties and contingencies, including those described in this report, many of which are beyond the Company’s control. Consequently, such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company’s financial condition or operating results for future periods or the periods covered in the Company’s reports pursuant to the Exchange Act. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise the Operating Report.

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
In re:	Chapter 11 Case No.
SPIEGEL, INC., et al.	03-11540 (CB)
	(Jointly Administered)
MONTHLY OPERATING STATEMENT FOR THE PERIOD FROM MAY 2, 2004 TO MAY 29, 2004
DEBTORS’ ADDRESS:	SPIEGEL, INC. 3500 LACEY ROAD DOWNERS GROVE, IL 60515
	DISBURSEMENTS MADE BY SPIEGEL, INC. AND ITS DEBTOR SUBSIDIARIES (IN THOUSANDS): $120,754
DEBTORS’ ATTORNEYS:	SHEARMAN & STERLING 599 LEXINGTON AVE NEW YORK, NY 10022
	CONSOLIDATED OPERATING LOSS (IN THOUSANDS): $3,288
REPORT PREPARER:	SPIEGEL, INC.

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

The undersigned, having reviewed the attached report declares under the penalty of perjury, that the information contained therein is true and correct as of the date of this report to the best of my knowledge, information and belief.

/s/ Jim Pekarek

Jim Pekarek

Vice President-Corporate Controller

Indicate if this is an amended statement by checking here

AMENDED STATEMENT                     

SPIEGEL, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

		PAGE
Financial Statements as of and for the Four Weeks Ended May 29, 2004:
	Consolidated Balance Sheet	1
	Consolidated Statement of Operations	2
	Consolidated Statement of Cash Flows	3
	Notes to Consolidated Financial Statements	4
Schedules:
	Schedule 1: Consolidating Balance Sheet as of May 29, 2004	8
	Schedule 2: Total Disbursements by Filed Legal Entity for the Four Weeks Ended May 29, 2004	9
	Schedule 3: Additional Information	10

Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Consolidated Balance Sheet

May 29, 2004

(unaudited)

($000s omitted, except share and per share amounts)

ASSETS
Current assets:
Cash and cash equivalents	$	190,817
Receivables, net		43,362
Inventories		179,028
Prepaid expenses other current assets		46,480
Assets of discontinued operations		173,187
Total current assets		632,874
Property and equipment, net		172,505
Intangible assets, net		135,608
Other assets		27,542
Total assets	$	968,529
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities not subject to compromise
Current liabilities:
Accounts payable and accrued liabilities	$	236,700
Current portion of long-term debt		48,000
Liabilities of discontinued operations		170,472
Total current liabilities		455,172
Deferred lease obligation		11,485
Liabilities subject to compromise		1,439,487
Total liabilities		1,906,144
Stockholders’ deficit:
Class A non-voting common stock, $1.00 par value; 16,000,000 shares authorized; 14,945,144 shares issued and outstanding		14,945
Class B voting common stock, $1.00 par value; 121,500,000 shares authorized; 117,009,869 shares issued and outstanding		117,010
Additional paid-in capital		329,489
Accumulated other comprehensive loss		(25,461	)
Accumulated deficit		(1,373,598	)
Total stockholders’ deficit		(937,615	)
Total liabilities and stockholders’ deficit	$	968,529

See accompanying notes to consolidated financial statements.

1

Spiegel, Inc. and Debtor Subsidiaries

Debtors-in-Possession

Consolidated Statement of Operations

(unaudited)

($000s omitted)

	Four Weeks Ended May 29, 2004
Net sales and other revenues:
Net sales	$	90,949
Other revenue		7,521
		98,470
Cost of sales and operating expenses:
Cost of sales, including buying and occupancy expenses		53,774
Selling, general and administrative expenses		46,714
		100,488
Estimated loss of non-debtors		(287	)
Operating loss		(2,305	)
Interest expense		328
Loss from operations before reorganization items		(2,633	)
Reorganization items, net		3,472
Loss from operations		(6,105	)
Discontinued operations:
Earnings from discontinued operations		2,817
Net loss	$	(3,288	)

See accompanying notes to consolidated financial statements.

2

Spiegel, Inc. and Debtor Subsidiaries

Debtors-in-Possession

Consolidated Statement of Cash Flows

(unaudited)

($000s omitted)

	Four Weeks Ended May 29, 2004
Cash flows from operating activities:
Net loss	$	(3,288	)
Adjustments to reconcile net loss to net cash used in operating activities:
Reorganization items, net		3,472
Depreciation and amortization		2,664
Change in assets and liabilities:
(Increase) decrease in receivables, net		3,678
(Increase) decrease in investments/advances non-Debtor subs		143
(Increase) decrease in inventories		3,247
(Increase) decrease in prepaid expenses and other current assets		3,593
Increase (decrease) in accounts payable and other accrued liabilities		(1,645	)
Increase (decrease) in net liabilities of discontinued operations		(2,780	)
(Increase) decrease in refundable income taxes		(529	)
Net cash provided by operating activities		8,555
Net cash used for reorganization items		(3,213	)
Cash flows from investing activities:
Net additions to property and equipment		(670	)
Net additions to other assets		(583	)
Net cash used for investing activities		(1,253	)
Net cash provided by financing activities		—
Effect of exchange rate changes on cash		74
Net change in cash and cash equivalents		4,163
Cash and cash equivalents at beginning of period		186,654
Cash and cash equivalents at end of period	$	190,817

See accompanying notes to consolidated financial statements.

3

Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Notes to Consolidated Financial Statements

(unaudited)

($000s omitted, except per share amounts)

(1) Proceedings under Chapter 11 of the Bankruptcy Code

In February 2002, the Company determined, with the lending institutions under its $750 million revolving credit agreement, that a material adverse change had occurred due to the Company’s operating performance in the fourth quarter of 2001 and the estimated loss recorded on the expected sale of the bankcard segment. Accordingly, on February 18, 2002, the borrowing capacity on the credit facility was capped at $700 million, which represented the borrowings outstanding on that date. Additionally, for the reporting period ended 2001, the Company was in default of the financial and other covenants under the credit agreement and its other non-affiliate loan agreements.

In March 2003, First Consumers National Bank (“FCNB”) notified the trustees of its asset backed securitization transactions that a Pay Out Event had occurred on all six series of the Company’s asset backed securitizations. A principal source of liquidity for the Company had been its ability to securitize substantially all of the credit card receivables that it generated. The Company was unable to secure alternative sources of financing from its existing lenders or other third parties to provide adequate liquidity to fund the Company’s operations.

As a result, on March 17, 2003, Spiegel, Inc. and 19 of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The reorganization is being jointly administered under the caption “In re: Spiegel, Inc., et al. Case No. 03-11540 (CB).” Spiegel and these subsidiaries are currently operating their business and managing their properties and assets as debtors-in-possession under the Bankruptcy Code. During the bankruptcy process, the Company will continue to operate its business as an ongoing business, but may not engage in transactions outside the ordinary course of business without the approval of the bankruptcy court.

The following material subsidiaries were not included in the Chapter 11 case: FCNB, First Consumers Credit Corporation (FCCC), Financial Services Acceptance Corporation (FSAC), Spiegel Acceptance Corporation (SAC) and Spiegel Credit Corporation III.

On March 17, 2003, the bankruptcy court gave interim approval for $150 million of a $400 million senior secured debtor-in-possession financing facility (the “DIP Facility”) from Bank of America, N.A., Fleet Retail Finance, Inc. and The CIT Group/Business Credit, Inc. On April 30, 2003, the bankruptcy court granted final approval for the total amount, which was later reduced to $250 million. The DIP Facility will be used to supplement the Company’s existing cash flow during the reorganization process.

In July 2003, the Company received Bankruptcy Court approval to implement a Key Employee Retention Plan (“KERP”), which provides cash incentives and enhanced severance payments to certain members of the management team and other employees. The KERP is intended to encourage employees to continue their employment with the Company through the reorganization process.

As of May 29, 2004 there were $0 borrowings outstanding under the DIP Facility. On May 29, 2004 funds available under the DIP Facility totaled $126.1 million. The Company had $1.4 million in trade letters of credit outstanding as of May 29, 2004.

As a result of the Chapter 11 filing, the realization of assets and satisfaction of liabilities, without substantial adjustments and/or changes in ownership, are subject to uncertainty. While operating as debtors-in-possession under the protection of Chapter 11 of the Bankruptcy Code and subject to approval of

4

the Bankruptcy Court or otherwise as permitted in the ordinary course of business, the Debtors, or some of them, may sell or otherwise dispose of assets and liquidate or settle liabilities for some amounts other than those reflected in the consolidated financial statements. Further, a plan of reorganization could materially change the amounts and classifications in the historical consolidated financial statements.

In order to emerge from Chapter 11, the Bankruptcy Court must confirm a plan of reorganization and the Company and its Chapter 11 debtor subsidiaries must consummate such a plan. Although the Company and its Chapter 11 debtor subsidiaries expect to file a plan or plans of reorganization providing for emergence from Chapter 11, they cannot assure investors that any plan of reorganization will be proposed, confirmed or ultimately consummated. The Company and its Chapter 11 debtor subsidiaries initially have the exclusive right to file a plan of reorganization for 120 days after filing the Chapter 11 case. The Company has requested and been granted extensions of the period in which it has the exclusive right to file a plan of reorganization. Most recently, on May 11, 2004, the Company obtained an extension of this exclusive period until September 7, 2004, and the Company has reserved its right to seek additional extensions of this period. If the Company and its Chapter 11 debtor subsidiaries fail to file a plan of reorganization during this period and thereafter the creditors do not approve the plan prior to the date that is sixty days after the termination of this period, or if the Company does not obtain an additional extension of exclusivity or time, then any party-in-interest may then file its own plan of reorganization.

The matters discussed above raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to a going concern, which contemplate, among other things, realization of assets and payment of liabilities in the normal course of business and in accordance with Statement of Position 90-7 (“SOP 90-7”), “Financial Reporting by Entities in Reorganization under the Bankruptcy Code.” Accordingly, all pre-petition liabilities subject to compromise have been segregated in the unaudited consolidated balance sheets and classified as liabilities subject to compromise, at the estimated amount of allowable claims. Liabilities not subject to compromise are separately classified as current and non-current. Revenues, expenses, realized gains and losses, and provisions for losses resulting from the reorganization are reported separately as reorganization items, net in the unaudited consolidated statements of operations. Cash used for reorganization items is disclosed separately in the unaudited consolidated statements of cash flows. The eventual outcome of the Chapter 11 case is not presently determinable. As a result, the consolidated financial statements do not give effect to any adjustments relating to the recoverability and classification of assets, the amount and classification of liabilities or the effects on existing stockholders’ deficit that may occur as a result of the bankruptcy case. The consolidated financial statements also do not give effect to any adjustments relating to the substantial doubt about the ability of the Company to continue as a going concern.

The Company’s ability to continue as a going concern will depend upon, among other things, the confirmation of a plan of reorganization, its compliance with the provisions of the DIP Facility and its ability to generate cash from operations and obtain financing sufficient to satisfy its future obligations. These challenges are in addition to the operational and competitive challenges the Company’s business faces. The Company cannot predict at this time the effect that the Chapter 11 case will have on its operations, particularly its net sales and its access to, and the cost of, goods sold. Since filing for protection under Chapter 11 of the Bankruptcy Code, the Company has experienced a decrease in assets and continued decreases in sales and revenues.

The Company’s reorganization may include the sale of significant assets and/or subsidiaries. The Company has reached an agreement on the sale of substantially all of the assets of Newport News, Inc. and has reflected this operation as a discontinued operation in the financial statements. However, other than for this planned transaction, the accompanying financial statements do not give effect to potential losses that may occur if any other such sales are ultimately consummated. The ultimate timing for the filing of and approval of a reorganization plan is not currently known.

5

(2) Basis of Presentation

The Statement of Operations and Statement of Cash Flows represent the results of the debtor entities. The SEC independent examiner’s report, filed by the Company with the SEC on September 12, 2003, questions the Company’s accounting policies and procedures regarding among other matters, revenue recognition, its securitization transactions, valuation of its retained interest in its securitization transactions, covenant defaults and internal controls over its credit underwriting process. The report also questions the timeliness and adequacy of the Company’s disclosures about its financial condition and operating results. The Company’s management is analyzing the findings of the independent examiner’s report. The Company will attempt to complete its analyses promptly. However, as a result of the independent examiner’s report and the Company’s filing for voluntary bankruptcy on March 17, 2003, the Company can neither provide any guidance as to the impact, if any, on the Company’s financial statements that may result from these analyses nor state with any certainty as to when the analyses will be completed.

The consolidated balance sheet includes the accounts of Spiegel, Inc. and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

The Company is in the process of liquidating its bankcard business and has reflected the bankcard business and all related credit operations as a discontinued operation. FCNB submitted a liquidation plan to the OCC and has begun its formal liquidation. In addition, in March 2003 the Company also discontinued charging privileges on all of its private-label credit cards. FCNB, in addition to its own bankcard operations, has issued substantially all of the Company’s private label credit cards and stopped all receivable servicing efforts on June 30, 2003.

The merchant companies have issued a limited number of private-label credit cards directly rather than through FCNB, which were serviced by FCNB. As a result of the impending liquidation of FCNB, the Company has determined to cease issuing new private-label credit cards internally and has stopped honoring existing cards at its merchant companies. In June 2003, the Company sold these merchant issued credit card receivables, which had a balance of approximately $5 million, for approximately $4 million to First National Bank of Omaha. On April 28, 2003, the Company announced that it had entered into a ten-year agreement with Alliance Data Systems (“Alliance Data”), the terms of which were subsequently approved by the bankruptcy court, to establish a new private-label credit card program for its merchant companies. Services provided by Alliance Data under this agreement include establishing credit criteria for customer acquisition, issuing and activating new cards, extending credit to new cardholders, authorizing purchases made with the new cards, customer care and billing and remittance services. The new Alliance Data credit card program is separate from and has no relation to the Company’s existing or prior credit card programs. Alliance Data began issuing cards under this program in May 2003.

The Company is charged a customary fee on all credit transactions with Alliance Data. In addition, payments to the Company for customer purchases made with their Alliance Data-issued cards are subject to a 20% “holdback”. The holdback currently equals 20% of the principal portion of the receivable balance for merchant accounts financed by Alliance Data at each month end. Alliance Data may draw against the holdback for reimbursement of a portion of its operating expenses and principal balance write-offs in connection with customers’ failure to pay their credit card accounts under certain circumstances, including cessation of the Company’s business or termination of the agreement or its funding arrangement. After the first anniversary date of the Alliance Data agreement, the agreement also contains certain restrictions limiting the Company’s ability to make significant changes to its operations. Upon the Company’s emergence from Chapter 11, the holdback will be reduced to 10%, and thereafter would be eliminated if the Company satisfies certain financial criteria. The Company has recorded the holdback, which approximates $16.1 million as of May 29, 2004, as a receivable in the consolidated balance sheet. The Company will assess the collectability of the receivable balance each period based upon the collection rates on the credit cards and the likelihood that the Company will emerge from Chapter 11 and will be able to meet the financial criteria contained in the agreement. In the event the agreement is terminated under certain circumstances, the Company is required to purchase a substantial portion of the unpaid and outstanding accounts including outstanding finance charges and fees.

6

(3) Liabilities Subject to Compromise

Under Chapter 11 of the U.S. Bankruptcy Code, certain claims against the Company in existence prior to the filing of petitions for reorganization are stayed while the Company operates as debtors-in-possession. These pre-petition liabilities are expected to be settled as part of the plan of reorganization and are classified in the May 29, 2004 balance sheet as “Liabilities subject to compromise.”

Liabilities subject to compromise consist of the following:

	May 29, 2004
Debt	$	1,252,857
Trade payables		115,627
Salaries, wages and employee benefits		273
Other liabilities		70,730
Total liabilities subject to compromise		1,439,487
Discontinued operations liabilities subject to compromise		17,418
Total liabilities subject to compromise	$	1,456,905

Liabilities subject to compromise represent estimates that will change in future periods as a result of reorganization activity and other events that come to management’s attention requiring modification to the above estimates. Adjustments may result from negotiations, actions of the bankruptcy court, rejection of executory contracts and unexpired leases, the determination as to the value of any collateral securing claims, proofs of claim or other events. It is anticipated that such adjustments, if any, would be material. Payment terms for these amounts will be established in connection with the bankruptcy case.

(4) Reorganization Items, net:

The net expense resulting from the Company’s Chapter 11 filings and subsequent reorganization efforts have been segregated from expenses related to ongoing operations in the consolidated Statement of Operations and includes the following for the four weeks ended May 29, 2004:

Professional fees		2,662
Interest income		(131	)
Severance		1,035
Other		(94	)
	$	3,472

7

Schedule 1

Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Consolidating Balance Sheet

May 29, 2004

(unaudited)

($000s omitted, except share and per share amounts)

	Debtors			Non-Debtors			Eliminations & Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	190,817		$	48,409		$	(48,409	)	$	190,817
Receivables, net		43,362			(5	)		5			43,362
Inventories		179,028			—			—			179,028
Prepaid expenses and other current assets		46,478			21			(21	)		46,478
Deferred income taxes		2			—			—			2
Assets of discontinued operations		105,633			—			67,554			173,187
Total current assets		565,320			48,425			19,129			632,874
Investments in and advances to/from affiliates, net		23,797			(628,454	)		604,657			—
Property and equipment, net		172,505			—			—			172,505
Intangible assets, net		135,608			—			—			135,608
Other assets		21,041			25,729			(19,228	)		27,542
Total assets	$	918,271		$	(554,300	)	$	604,558		$	968,529
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities not subject to compromise
Current liabilities:
Accounts payable and accrued liabilities	$	233,096		$	50,258		$	(46,654	)	$	236,700
Current portion of long-term debt		48,000			—			—			48,000
Liabilities of discontinued operations		123,818			—			46,654			170,472
Total current liabilities		404,914			50,258			—			455,172
Long-term debt, excluding current portion		—			100			(100	)		—
Deferred lease obligation		11,485			—			—			11,485
Total liabilities not subject to compromise		416,399			50,358			(100	)		466,657
Liabilities subject to compromise		1,439,487			—			—			1,439,487
Total liabilities		1,855,886			50,358			(100	)		1,906,144
Stockholders’ deficit:
Class A non-voting common stock, $1.00 par value;
16,000,000 shares authorized; 14,945,144 shares issued and outstanding		14,945			—			—			14,945
Class B voting common stock, $1.00 par value;
121,500,000 shares authorized;
117,009,869 shares issued and outstanding		117,010			26,247			(26,247	)		117,010
Additional paid-in capital		329,489			255,093			(255,093	)		329,489
Accumulated other comprehensive loss		(25,461	)		—			—			(25,461	)
Accumulated deficit		(1,373,598	)		(885,998	)		885,998			(1,373,598	)
Total stockholders’ deficit		(937,615	)		(604,658	)		604,658			(937,615	)
Total liabilities and stockholders’ deficit	$	918,271		$	(554,300	)	$	604,558		$	968,529

8

Schedule 2

Spiegel, Inc. and Debtor Subsidiaries

Cash Disbursements

For the Period from May 2, 2004 to May 29, 2004

Unaudited

($000s omitted)

	Spiegel Catalog		Newport News		Spiegel Marketing Corp.	Spiegel Group Teleservices U.S.		Spiegel Group Teleservices Canada		Eddie Bauer		Eddie Bauer Canada		DFS		Spiegel Mgmt.		Spiegel, Inc.		Gemini Credit Services	Total
Disbursements
Accounts Payable	(6,640	)	(994	)		(60	)	(85	)	(21,460	)	(244	)	(3,142	)	(4,026	)				(36,650	)
Merchandise Payments	(5,466	)	(7,792	)		—				(7,625	)	(574	)								(21,456	)
Otto Payments	(1,145	)	(1,701	)		—				(14,510	)	(624	)								(17,980	)
Payroll	(755	)	(1,560	)		(2,229	)			(9,125	)	(23	)	(1,510	)			(2,038	)		(17,240	)
Taxes										(2,918	)	(886	)								(3,804	)
Transportation	(434	)	(828	)						(874	)	(116	)								(2,252	)
Postage	(2,559	)	(2,646	)						(1,415	)			(1,026	)						(7,646	)
US Customs	(500	)	(885	)						(2,355	)	(271	)								(4,011	)
Rent	(211	)	(162	)		(53	)					(1,058	)								(1,484	)
Group Insurance												(26	)					(2,160	)		(2,186	)
Other	(422	)	(2,843	)		(287	)											(2,492	)		(6,044	)
	(18,132	)	(19,409	)	—	(2,630	)	(85	)	(60,282	)	(3,822	)	(5,678	)	(4,026	)	(6,690	)	—	(120,754	)

9

Schedule 3

Spiegel, Inc. and Debtor Subsidiaries

Additional Information

For the Period from May 2, 2004 to May 29, 2004

(unaudited)

($000s omitted)

Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld

All wages and salaries paid (GROSS) or incurred:		$	15,887
The amount of payroll taxes withheld:
	Federal (FIT, FICA, FUTA)	$	3,078
	State (SIT, SUI)		564
	Local Taxes		73
	State Disability (SDI/UC)		10
The amount of employer payroll tax contributions incurred:
	FICA	$	1,209
Gross taxable sales		$	90,949
Gross taxable sales from discontinued operations			18,359
Sales tax collected			5,467
Property taxes			17
Any other taxes			1,030

Date and amount paid over to each taxing agency for taxes:

Date	Federal		State		Local		State Disability
05/07/2004	$		$	23	$	6	$
05/10/2004		1,599		198		30		3
05/12/2004				26		2
05/20/2004						1
05/24/2004		1,474		182		29		3

10