-----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, FdJVZNw8uHouaAx/lFSV1SY6SHUOw4/ZCcn7IkF/KUGGzzSVlMUbsnzJMg1rIa5J MHMv22e86//Uq6s5LO5RUA== 0001047469-99-009910.txt : 19990317 0001047469-99-009910.hdr.sgml : 19990317 ACCESSION NUMBER: 0001047469-99-009910 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990316 GROUP MEMBERS: BENGAL SUBSIDIARY CORP. GROUP MEMBERS: FEDERATED DEPARTMENT STORES INC /DE/ 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-41336 FILM NUMBER: 99566106 BUSINESS ADDRESS: STREET 1: 4400 BAKER RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129323100 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: FEDERATED DEPARTMENT STORES INC /DE/ CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 2124941602 MAIL ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: R H MACY & CO INC DATE OF NAME CHANGE: 19950307 SC 14D1/A 1 SCHEDULE 14D-1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Fingerhut Companies, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company) Bengal Subsidiary Corp.; Federated Department Stores, Inc.. - -------------------------------------------------------------------------------- (Bidders) Common Stock, Par Value $0.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 317867109 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Dennis J. Broderick Senior Vice President, General Counsel and Corporate Secretary Federated Department Stores, Inc. 7 West Seventh Street Cincinnati, Ohio 45202 (513) 579-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3939 This Amendment No. 3 is to the Tender Offer Statement on Schedule 14D-1, originally filed on February 18, 1999, as thereafter amended (as amended, the "Statement"), that relates to the offer by Bengal Subsidiary Corp. ("Purchaser"), a direct, wholly owned subsidiary of Federated Department Stores, Inc. ("Parent"), to purchase all outstanding common shares (the "Shares"), of Fingerhut Companies, Inc. (the "Company"), at a purchase price of $25.00 per Share, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Offer To Purchase, dated February 18, 1999 (the "Offer To Purchase"), and in the related Letter of Transmittal and any amendments or supplements thereto, copies of which are attached to the Statement as Exhibits (a)(1) and (a)(2), respectively (which collectively constitute the "Offer"). This Statement was, and this Amendment No. 3 is, being filed on behalf of Purchaser and Parent. Capitalized terms not defined in this Amendment have the meanings assigned to them in the Offer To Purchase. The Statement is hereby amended and/or supplemented as provided below: ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by adding to the end thereof the following: On March 15, 1999, Parent issued a press release, a copy of which is included as exhibit (a)(9) hereto and incorporated herein by reference, which announced that the OCC Condition had been satisfied. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibit: (a)(9) Press release issued by Parent on March 15, 1999 SIGNATURE After due 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. Dated: March 16, 1999 BENGAL SUBSIDIARY CORP. By: /s/ DENNIS J. BRODERICK -------------------------------------- Name: Dennis J. Broderick Title: President FEDERATED DEPARTMENT STORES, INC. By: /s/ DENNIS J. BRODERICK -------------------------------------- Name: Dennis J. Broderick Title: Senior Vice President and General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ---------- --------------------------------------------------------------------------------------------------------- (a)(9) Press release issued by Parent on March 15, 1999
EX-99.(A)(9) 2 EXHIBIT 99(A)(9) Exhibit (a)(9) FOR IMMEDIATE RELEASE FEDERATED RECEIVES O.C.C. CONSENT FOR FINGERHUT ACQUISITION CINCINNATI, OHIO--March 15, 1999--Federated Department Stores, Inc. (NYSE:FD) today announced that it has received the required consent of the Office of the Comptroller of the Currency to Federated's $25 a share cash tender offer for any and all outstanding common shares of Fingerhut Companies, Inc. (NYSE:FHT) and the subsequent merger of Federated's direct, wholly owned Bengal Subsidiary Corp. with and into Fingerhut. The OCC's consent was a condition to the tender offer. The tender offer is scheduled to expire at midnight, Eastern Standard Time on Wednesday, March 17, 1999 (unless extended) and is subject to other conditions. The information agent for the offer is Georgeson & Company, Inc. Questions about the offer may be addressed to them at 800-223-2064. Federated, with corporate offices in Cincinnati and New York, is one of the nation's leading department store retailers, with annual sales of more than $15.8 billion. Federated currently operates more than 400 department stores in 33 states under the names of Bloomingdale's, The Bon Marche, Burdines, Goldsmith's, Lazarus, Macy's, Rich's and Stern's. Federated also operates direct mail catalog and electronic commerce subsidiaries under the names of Bloomingdale's By Mail, Macy's By Mail and Macys.Com. CONTACTS: Federated Carol Sanger -Media (513) 579-7764 Susan Robinson -Investor, (513) 579-7780 or Fingerhut Lynda Nordeen -Media (612) 936-5015 Gerald Knight -Investor (612) 936-5507
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