-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L+SwmSmioUcyaifeog9v5Why4Z8bgRG1q6Bt5u7p1PWw3YCztvDIUMhmBqjmMtZh 1ej+VvMYwDyUVrVryAwgZg== 0000950157-98-000376.txt : 19981014 0000950157-98-000376.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950157-98-000376 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981013 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINGERHUT COMPANIES INC CENTRAL INDEX KEY: 0000740126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411396490 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41336 FILM NUMBER: 98724348 BUSINESS ADDRESS: STREET 1: 4400 BAKER RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129323374 MAIL ADDRESS: STREET 1: 4400 BAKER ROAD STREET 2: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEIKEL THEODORE CENTRAL INDEX KEY: 0000905553 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 471360348 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 MAIL ADDRESS: STREET 1: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* FINGERHUT COMPANIES, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 317867-10-1 (CUSIP Number) Theodore Deikel 4400 Baker Road, Minnetonka, MN 55343 612-932-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D/A CUSIP No. 317867-10-1 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Theodore Deikel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7) SOLE VOTING POWER NUMBER 3,282,194 OF 8) SHARED VOTING POWER SHARES -0- BENEFICIALLY 9) SOLE DISPOSITIVE POWER OWNED BY 203,211 EACH 10) SHARED DISPOSITIVE POWER REPORTING -0- PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,282,194 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14. TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This statement relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Fingerhut Companies, Inc. (the "Company"). The address of the principal executive office of the Company is 4400 Baker Road, Minnetonka, MN 55343. Item 2. Identity and Background. (a) Name: Theodore Deikel (b) Business Address: 4400 Baker Road Minnetonka, MN 55343 (c) Present principal employment: Chairman and Chief Executive Officer Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343 (d) None. (e) None. (f) Citizenship: USA. Item 3. Source and Amount of Funds or Other Consideration. The acquisition of additional shares which required this filing was accomplished by means of option exercises which are more fully described in Item 5(c). Payment of the exercise prices was financed in part by a margin loan made by Smith Barney Inc. as detailed in Item 6. In addition, Mr. Deikel tendered, and the Company withheld, shares of Common Stock to cover a portion of the exercise price and taxes, as detailed in Item 5(c). Item 4. Purpose of Transaction. The shares were purchased for investment. Item 5. Interest in Securities of the Issuer. (a) Mr. Deikel beneficially owns 3,282,194 shares of the Company's Common Stock. This constitutes 6.54% of the 50,154,164 shares of the Company's Common Stock outstanding. In addition, 6,191 shares of Common Stock are owned by Mr. Deikel's son. Mr. Deikel disclaims beneficial ownership of these shares. If, however, these shares were added to his beneficial holdings, Mr. Deikel would beneficially own a total of 3,288,385 shares, which would constitute 6.56% of the total number of outstanding shares of the Company's Common Stock. 3,078,983 of the shares beneficially owned by Mr. Deikel are pledged as security for a margin loan, as more fully described in Item 6 hereof. (b) Mr. Deikel has the sole power to direct the vote of all of his shares of the Company's Common Stock. Mr. Deikel's dispositive power over the shares is subject to the pledge of certain shares as described in Item 6. (c) The following transactions were effected by Mr. Deikel during the past sixty days: 1. On September 1, 1998, Mr. Deikel exercised options for 3,000,000 shares with an exercise price of $5.455 per share. The market price of Common Stock on September 1, 1998 was $24.25. The exercise price was paid in cash. In addition, 847,519 shares were withheld by the Company to cover taxes. 2. On September 3, 1998, Mr. Deikel exercised options for a total of 1,481,534 shares with exercise prices as set forth in the table below. The market price of Common Stock on September 3, 1998 was $27.50. Mr. Deikel conveyed to the Company 609,499 shares of Common Stock to cover the exercise price. In addition, 317,857 shares of Common Stock were withheld by the Company to cover taxes. Number of Shares Exercise Price 620,820 $5.455 773,382 $15.00 87,332 $20.3125 3. On September 3, 1998, the Company repurchased from Mr. Deikel 528,331 shares. 4. On July 21, 1998, Mr. Deikel made a charitable contribution consisting of 10,000 shares of Common Stock. (d) Not Applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Mr. Deikel has Stock Option Agreements with the Company dated as of June 16, 1995, February 14, 1996 and August 20, 1997, and an Option Exercise Agreement dated as of December 24, 1992. Mr. Deikel also is party to a Pledge Agreement dated as of September 1, 1998 (the "Pledge Agreement") with Smith Barney Inc., pursuant to which 3,078,983 of Mr. Deikel's shares of Common Stock are pledged as collateral against a margin loan which was incurred to finance the share acquisitions described in Item 5(c). Note that, while Section 3 of the Pledge Agreement contemplates a pledge of 3,127,750 shares of Common Stock, the parties thereto have subsequently agreed based on revised calculations that only 3,078,983 shares are subject to the pledge. Item 7. Material to be Filed as Exhibits. A copy of the Pledge Agreement is attached hereto as Exhibit 99.1. 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. October 13, 1998 /s/ Theodore Deikel ------------------------------ Theodore Deikel EX-99.1 2 PLEDGE AGREEMENT PLEDGE AGREEMENT SMITH BARNEY INC. 388 GREENWICH STREET--18TH FL. NEW YORK, NY 10013 ATTN: LOUIS A. KOKAHAIS, SVP EXECUTIVE FINANCIAL SERVICES DEPARTMENT This agreement made the 1st day of September 1998, between Ted Deikel residing at 27960 Smithtown Road, Shorewood, MN 55331 (the Pledgor), and Smith Barney Inc. (the Pledgee). In consideration of Pledgee's initial extension of the loan made by the Pledgee to the Pledgor in the sum of $16,365,000.00 and in consideration of the Pledgee accepting for the Pledgor one or more accounts in Smith Barney Inc., at the election of the Pledgee, the Pledgor agree(s) to the following: 1. PLEDGE AGREEMENT CONTROLLING A form of "client agreement" between the Pledgor and the Pledgee dated September 1, 1998 and executed by the Pledgor is hereby incorporated by reference as a part of this agreement ("Pledge Agreement") except that in the event of conflict, the express terms of the Pledge Agreement shall prevail over any contrary terms in the customer agreement. 2. PLEDGE The Pledgor agrees to pledge the securities hereinafter mentioned to the Pledgee as security for the repayment of the aforementioned loan. 3. DELIVERY OF THE SECURITIES PLEDGED The Pledgor herewith delivers to the Pledgee the following collateral, duly endorsed in blank: 3,127,750 shares of the common .01 par value (class) of Fingerhut Companies (the Corporation) represented by certificate(s) _________ (the Collateral). 4. MANNER IN WHICH THE PLEDGED SECURITIES WERE OBTAINED AND FULLY PAID FOR The Pledgor represents that he obtained the securities pledged herein as follows: (a) acquired on 2,203,146 9/1/98; 1,113,866 12/24/92 (b) fully paid for on 9/1/98 and 12/24/92 (c) nature of acquisition--option exercise 5. NUMBER OF SHARES OWNED BY PLEDGOR The Pledgor represents that: (a) the total number of shares that he owns of the class of security of the Corporation hereby being pledged is 6.015%; and (b) the total number of all other classes of the securities of the Corporation owned by the Pledgor is 189,262, common stock 239-43941-1-4 167,444, common stock 239-46722-1-2 21,818. 6. DIVIDENDS AND SPLITS The Pledgor: (a) shall be entitled to receive all cash dividends paid by the Corporation to its security holders during the term of the loan, unless such cash dividend or payment represents a dividend or payment resulting from a corporate restructuring, reorganization or like corporate event; and (b) shall not be entitled to receive any stock dividends or stock split of any type declared, granted or made by the Corporation during the term of the loan and Pledgor shall pay over and deliver such distribution to the Pledgee unless Pledgee shall have received such distribution directly from the Corporation. 7. SALES BY PLEDGOR The Pledgor represents to the Pledgee that during the last three months he, or any person(s) who Pledgor must aggregate his sales with under applicable SEC regulations, (a) has sold 533,853 shares of Corporation to Fingerhut for taxes on 9/1/98 exercise; and (b) has sold 0 convertible securities which are convertible into the shares of the Corporation. In addition, the Pledgor and such person(s) currently have no sale orders open with any broker and that he and they will not place any such sale orders to sell shares of the Corporation or such convertible securities without the express written consent of the Pledgee. 8. NO SHARES PLEDGED ELSEWHERE The Pledgor further represents that there are no shares of the Corporation that the Pledgor, or any person(s) whose sales must be aggregated with Pledgor's under applicable SEC regulations, which are currently pledged as security for the payment of a loan elsewhere, and that he and they will not pledge any shares of the Corporation as security for the repayment of a loan elsewhere without the express written consent of the Pledgee. 9. REDUCED LINE OF CREDIT In the event of a sale of any class of security of the Corporation by or on behalf of the Pledgor or a party specified in paragraph 8, the Pledgor agrees and acknowledges that the Pledgee may reduce the line of credit given pursuant to this Pledge Agreement in the same proportion as the number of shares sold bears to the number of shares carried in all accounts with the Pledgee to secure a line of credit immediately prior to such sale. However, the preceding sentence, notwithstanding, if the applicable margin maintenance requirements would preclude such a line of credit after such sale, the line of credit shall be reduced below the maximum line of credit permitted by such margin maintenance requirements. 10. ADDITIONAL COLLATERAL TO MEET MARGIN CALLS The Pledgor may not meet margin calls by depositing additional Rule 145, control, restricted or shelf registered securities into the account without the prior express written consent of the Pledgee. The Pledgor guarantees that all pledged shares sold to satisfy outstanding margin calls will readily transfer into "street name" in good deliverable form. 11. INTERCHANGEABLE TERMS Wherever the term "his" or "he" is used herein, it shall be deemed to refer to "her", "she" or "they" where applicable. 12. HEADINGS ARE DESCRIPTIVE The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. IN WITNESS WHEREOF, the parties hereto have hereunto set their hand(s) the day and year first above written. DATED: ACCOUNT NO: ------------------------- -------------------------- BY: --------------------------------- ACCEPTED & AGREED: SMITH BARNEY INC. BY: --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----