Document/Exhibit Description Pages Size
1: 10-K Annual Report 39± 167K
2: EX-10 Material Contract 63± 197K
3: EX-10 Material Contract 5± 20K
4: EX-10 Material Contract 25± 94K
5: EX-10 Material Contract 5± 19K
6: EX-11 Statement re: Computation of Earnings Per Share 1 7K
7: EX-13 Annual or Quarterly Report to Security Holders 49± 202K
8: EX-21 Subsidiaries of the Registrant 1 8K
9: EX-23 Consent of Experts or Counsel 1 8K
10: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
12: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
13: EX-99 Miscellaneous Exhibit 6± 32K
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 1-8668
December 26, 1997 Commission file number
____________________
FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1396490
(State of Incorporation) (I.R.S. Employer Identification
No.)
4400 Baker Road, Minnetonka, Minnesota 55343
(Address of principal executive offices)
(612) 932-3100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.01 Par Value New York Stock Exchange, Inc.
Securities registered pursuant to section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
As of February 27, 1998, 46,442,360 shares of the Registrant's
Common Stock were outstanding and the aggregate market value of
Common Stock held by non-affiliates of the Registrant on that
date was approximately $1,117,010,894 based upon the New York
Stock Exchange closing price on February 27, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Shareholders for the
fiscal year ended December 26, 1997, are incorporated by
reference in Parts II and IV.
Certain portions of the Proxy Statement for the Annual Meeting of
Shareholders of Fingerhut Companies, Inc. to be held on May 6,
1998, which will be filed with the Securities and Exchange
Commission within 120 days after December 26, 1997, are
incorporated by reference in Part III.
TABLE OF CONTENTS
PART I
Page
Item 1. Business 1
Item 2. Properties 18
Item 3. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Security Holders 19
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 19
Item 6. Selected Financial Data 19
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
Item 7a.Quantitative and Qualitative Disclosures About
Market Risk 19
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
PART III
Item 10. Directors and Executive Officers of the Registrant 19
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial
Owners and Management 20
Item 13. Certain Relationships and Related Transactions 20
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 20
Signatures 22
Exhibit Index 24
PART I
Item 1. Business
General
Fingerhut Companies, Inc. (the "Company") is a database
marketing company that sells a broad range of products and
services directly to consumers via catalogs, telemarketing,
television and other media. The Company had 1997 revenues of
$1.8 billion. Its principal subsidiaries are Fingerhut
Corporation ("Fingerhut"), Metris Companies Inc. ("Metris"),
Figi's Inc. ("Figi's") and Fingerhut National Bank ("FNB"). The
Company's Retail segment is conducted by Fingerhut, Figi's and
FNB. Fingerhut has been in the direct mail marketing business
for 50 years and sells general merchandise using catalogs and
other direct marketing solicitations. Fingerhut's 1997 net sales
were $1.420 billion. Figi's markets specialty foods and other
gifts, primarily through catalogs, and had net sales of
approximately $97.8 million in 1997. FNB provides credit for
customers' purchases from Fingerhut, in the form of closed-end
and revolving credit card loans.
The Company's Financial Services segment business is
conducted through Metris (an 83% owned subsidiary), an
information-based direct marketer of consumer credit products,
fee-based services and extended service plans to moderate income
consumers. Metris' subsidiaries include Direct Merchants Credit
Card Bank, National Association ("Direct Merchants Bank") and
Metris Direct, Inc. (formerly Fingerhut Financial Services
Corporation). The Company formed Metris in 1996 and contributed
to it the assets, liabilities and equity in the Company's
financial services business. In October 1996, Metris completed
an initial public offering of approximately 17% of its common
stock. The Company announced in October 1997 that its Board of
Directors had approved the filing of an application with the
Internal Revenue Service (the "IRS") for a ruling on a tax-free
distribution to shareholders of the Company of all of the
Company's ownership in Metris (the "Spin Off"). The Company
filed the ruling request with the IRS on October 23, 1997. The
proposed Spin Off, anticipated in 1998, is subject to the
approval of the Company's Board of Directors and the receipt of a
ruling from the IRS, and is subject to market conditions. There
can be no assurance that the Spin Off will be consummated.
The Company is the successor to the business of several
related companies, the first of which was a partnership formed in
1948. Fingerhut became a publicly-held corporation in 1970 and
was acquired by a predecessor of Travelers Group Inc.
("Travelers") in 1979. The Company was incorporated in 1978 in
connection with Travelers' acquisition of Fingerhut and became a
publicly-held company in May 1990.
Unless the context otherwise indicates, references to the
Company refer to Fingerhut Companies, Inc. and its subsidiaries.
Retail Segment
The Company's Retail segment businesses are conducted by
Fingerhut, Figi's and FNB. The business discussion includes five-
year summaries of key operating statistics and a two-year segment
Statement of Operations to assist in understanding this segment's
results.
Fingerhut Corporation
Introduction
Fingerhut, one of the largest catalog marketers in the United
States, sells general merchandise and financial service products
to moderate income consumers. It is the only large general
merchandise retailer that serves this market exclusively through
catalog direct marketing. The median age of Fingerhut's
customers is slightly higher than the national average and
families are a significant portion of its customer base. FNB
offers extended payment terms on all purchases under either
closed-end installment credit card loans or revolving credit card
loans. Substantially all of Fingerhut's sales are made using
credit card loans made by FNB. Fingerhut's core competency is
the development and use of a proprietary database to provide
credit, target offers and build relationships with its customers.
Fingerhut has used its extensive database, credit programs and
proprietary database segmentation software to establish a
dominant position in this market, with a large base of loyal,
repeat customers. Fingerhut's active list of existing customers
accounts for approximately 84% of its net sales.
Marketing
Marketing activities are divided into three primary programs:
new customer acquisition, a transitional program and existing
customer programs. During 1997, Fingerhut mailed approximately
472 million catalogs and other promotions to existing and
prospective customers.
Fingerhut's new customer acquisition program is designed to
identify and attract new customers on a cost-effective basis.
The primary sources of new customers are rented lists, catalog
requests, customer referrals and other direct marketing
solicitations. Fingerhut mails catalogs and other multi-product
offerings to prospective customers and adds them to its database
as responses are received. These programs are intended to
identify and target new customers who will become long-term
Fingerhut customers. New customers account for approximately 16%
of Fingerhut's net sales.
The decisions on which prospective customers to solicit,
which products to offer and which media to use are based upon the
projected long-term profitability and internal rates of return of
the program. Maintaining acceptable financial rates of return on
new customers depends on balancing the cost of acquisition of new
customers with their long-term profitability to Fingerhut. To
determine whether the cost to obtain new customers is acceptable,
Fingerhut maintains a system that monitors profitability by
source of new customers, by product type and by promotional media
type. Fingerhut continuously tests various media, products,
offerings and incentives and analyzes the results in order to
maximize the effectiveness of its customer acquisition efforts.
Dec. 26, Dec. 27, Dec. 29, Dec. 30, Dec. 31,
For the Fiscal Year Ended: 1997 199 1995 1994 1993
Cost per new customer $11.29 $13.92 $15.36 $8.52 $11.50
New customer mailings 129,199 162,493 193,646 155,050 149,737
(in 000's)
After first-time buyers commence payments on their initial
purchases, they are placed in a transitional program. The time a
person remains in a transitional program and the number and type
of products he or she is offered depends on the buyer's
purchasing and payment practices. A customer is placed on
Fingerhut's promotable customer list after demonstrating his or
her creditworthiness.
Fingerhut reaches its existing customers through extensive
promotional mailing efforts, primarily catalogs, and through
telemarketing. In 1997, Fingerhut mailed 139 different catalogs
and other promotions to its established customers. These
mailings included general merchandise catalogs, specialty
catalogs, small and large multi-product mailers and single
product promotions. Fingerhut also conducted a test catalog
mailing of approximately 90,000 catalogs and multi-product
mailers in the United Kingdom in 1997. In addition, Fingerhut
has a home page on the Internet (www.fingerhut.com) through which
customers can contact Fingerhut customer service, request
catalogs or order merchandise.
Dec. 26, Dec. 27, Dec. 29, Dec. 30, Dec.31,
For the Fiscal Year Ended: 1997 1996 1995 1994 1993
Sales per mailing - $3.19 $3.43 $3.02 $2.91 $3.41
existing customer list
Existing customer mailings 342,643 339,377 404,894 402,476 32,473
(in 000's)
Active customer list 4,299 4,706 5,174 5,104 4,756
(in 000's)*
Contribution margin per $ 98 $ 90 $ 77 $ 78 $ 75
existing customer
*Includes existing customers who have made a purchase from
Fingerhut in the last 12 months.
Fingerhut believes the key factors in maximizing the
profitability of its existing customer list are developing
long-term repeat buyers and balancing customer response with
appropriate credit losses and merchandise return rates for each
segment of its customer list. Fingerhut promotes customer
satisfaction and loyalty by providing credit through FNB, by
using a number of marketing devices (including targeted
promotions, deferred payments, 30-day home trials, a satisfaction
pledge, free gifts, merchandise giveaways, sweepstakes, and
personalized mailings), and by offering attractive brand name and
private label merchandise.
Fingerhut Database
Fingerhut is a leader in the development and use of
information-based marketing concepts and its extensive database
and proprietary database segmentation software afford it a
competitive advantage within its market niche. The database
contains information on more than 30 million consumers, including
approximately 8 million customers who have made a purchase from
Fingerhut within the past 24 months. Included within the
database are up to 3,500 potential data items in a customer
record, including names, addresses, behavioral characteristics,
general demographic information and information provided by the
customer. FNB uses this information, along with sophisticated
proprietary credit scoring models, to produce proprietary credit
scores for Fingerhut customers. The Fingerhut database also
includes a "suppress" file, which contains information on
more than 8 million individuals about whom Fingerhut has
information relating to fraud and similar indicators of
unacceptably high risk. The database is continually updated as
new information is obtained. Fingerhut also uses the database
for marketing decisions and FNB uses it for extending credit.
Fingerhut does not report its credit information to the credit
bureaus, which means this information is not publicly available.
Credit Management
In late 1996, the Company received approval from the Office
of the Comptroller of the Currency to charter a limited-purpose
national bank. FNB is a special purpose credit card bank.
Commencing in January 1997, FNB began extending private label
credit card loans for Fingerhut purchases. Although closed-end
installment loans presently are the predominant form of credit
extended to Fingerhut customers, FNB is increasing its use of
revolving credit for both existing Fingerhut customers and
prospective customers. In addition, FNB offers certain Fingerhut
customers the opportunity to refinance existing closed-end
installment sales contacts originated by Fingerhut and closed-end
credit card loans originated by FNB with new revolving credit
card loans. Revolving credit has been introduced to
approximately 230,000 customers as of March 1998.
FNB generally does not require its customers to provide
traditional credit information in order to approve Fingerhut
purchases on credit. Instead of using traditional credit
applications, FNB uses sophisticated and highly automated
proprietary techniques for evaluating the creditworthiness of new
and existing customers and for selecting those customers who will
receive various categories of mailings. Management believes
Fingerhut's 50 years of experience in the mail order business,
its database containing purchase and payment histories and its
significant investment in computer technology and proprietary
analytical models give FNB a unique ability to analyze the
creditworthiness of customers in its market. The goal of the
analysis is not to achieve the lowest possible credit losses but
to balance credit losses and return rates with customer response,
thereby optimizing overall profitability. Consequently, FNB's
planned credit losses typically are higher than the private label
credit programs of other direct mail and retail companies.
Under the installment plan, once a consumer places an order,
FNB employs proprietary techniques designed to identify consumers
whose orders can be automatically shipped, consumers from whom
additional information, including credit applications, must be
obtained and reviewed and consumers to whom credit is declined.
After purchases are shipped, customer payments are continuously
monitored to identify credit problems as early as possible. FNB
has a flexible policy of working with certain delinquent
customers, including adjusting their payment schedules, which the
Company believes reduces default rates and maintains customer
loyalty.
Substantially all of Fingerhut's sales are made using FNB's
proprietary credit program, which uses either closed-end
installment credit card loans or revolving credit card loans.
Under the installment plan, monthly payments are made by
customers and processed through the use of coupons contained in
payment books delivered with each order shipment. Payment terms
to existing customers generally range from 4 to 36 monthly
payments. Many customers pay their accounts in full before the
end of the scheduled payment term. Payment terms vary based upon
customer activity. In addition, a majority of sales are to
customers who receive a deferred payment option, which extends
the due date of the first payment by approximately four to five
months. Under the revolving credit plan, monthly statements are
sent to customers with payments based on their total outstanding
balance.
Merchandising
Fingerhut offers a broad mix of brand name and private label
consumer products, including electronics, housewares, home
textiles, apparel, furniture, home accessories, jewelry, sporting
goods and toys, tools, automotive, lawn and garden, and financial
service products. In 1997, Fingerhut offered approximately
17,000 different products. Fingerhut's sales mix by product
category for 1997 is shown in the following table:
Fingerhut Corporation 1997 Product Mix
Percent of
Gross Retail Sales
Electronics 22%
Home Textiles 19
Housewares 17
Furniture/Home Accessories 10
Jewelry 8
Leisure 8
Apparel 7
Tools/Automotive/Lawn & Garden 6
Other 3
100%
Fingerhut selects merchandise to be offered to its customers
by evaluating historical product and category demand and by
analyzing emerging merchandise trends in conjunction with
proprietary marketing information. Fingerhut is constantly
developing unique brand name and private label product groupings,
such as coordinated kitchen ensembles, coordinated bed and bath
ensembles and tool sets, targeted to appeal to its customers and
to add value and/or style to its merchandise. Historically,
Fingerhut has offered its customers financial service products,
including credit and property insurance and extended service
agreements. Fingerhut and FNB expect to offer additional
products and services, such as credit card registration,
membership clubs and fee-based services, to Fingerhut customers
with revolving credit card accounts.
Fingerhut's general merchandise catalogs feature a wide array
of products; they are updated and published throughout the year,
including a holiday big book of approximately 500 pages.
Specialty catalogs mailed to targeted portions of Fingerhut's
customer list include outdoor living, jewelry, electronics,
domestics/housewares, gifts, juvenile, home fitness, home
improvement and Spanish-language catalogs.
Vendor Relations
The Company purchases merchandise from approximately 2,300
different suppliers and maintains strong relations with its
vendors. In 1997, the top ten vendors accounted for
approximately 19% of the Company's total merchandise purchases.
No single vendor accounted for more than 5% of the Company's
total merchandise purchases.
The Company maintains close relations with overseas
representatives in Hong Kong, Taiwan, Korea, China, the
Philippines, Thailand and Europe. In 1997, approximately 18% of
the Company's merchandise was imported directly from foreign
vendors and an additional 28% was purchased through importers.
Management Information Systems
Fingerhut was a pioneer in the use of information-based
marketing concepts in the mail order industry, using computer
technology and related software developed by the Company. The
Company continues to be highly dependent on information systems
and its computer operations are among the largest and most
sophisticated in the direct marketing industry.
Fingerhut's management information systems provide data
processing capabilities to Fingerhut, FNB, Metris and Figi's and
support all areas of the Company, including marketing, credit,
order, customer service, inventory control and finance.
Fingerhut's management information systems currently operate on
mainframe computers connected to on-line terminals and client-
server systems used in all aspects of the Company's business.
Year 2000 Compliance
The Company is heavily dependent upon complex computer
systems for all phases of its operations. Since many of the
Company's currently installed computer systems and software
products use only the last two digits to identify a year in the
date field (e.g., "97" for "1997"), some software may fail to
operate properly in the year 2000 if the computer systems or
software are not reprogrammed or replaced to comply with such
"Year 2000" requirements. Problems may also arise earlier than
January 1, 2000 as dates in the next millennium are entered into
non- Year 2000 compliant programs.
In early 1996, Fingerhut started an aggressive conversion
effort to identify and correct the Year 2000 programming issues
in a timely manner. By mid-1996, the most critical mainframe
processing system was converted to be Year 2000 compliant and the
Company initiated a large project to address all remaining
systems. This project consists of many sub-projects that will
span the remainder of 1998 and the first quarter of 1999. This
project will use a combination of internal and external
resources. In late 1997, the Company created a Year 2000 Project
Office to oversee the project, address all related business
issues and facilitate communication with significant suppliers
and service providers. As of December 26, 1997, the Company had
spent approximately $5 million on the project with an estimated
expense ranging from $11 to $13 million remaining on the project.
The Company believes that it will be able to fund the effort
through operating cash flows.
The Company believes that many of its suppliers and
customers also have Year 2000 programming issues which could
affect the Company. The Company is working with its significant
suppliers and service providers to assure that failures in those
organizations will have minimal impact on the Company. There can
be no assurance that the Company's suppliers or service providers
have, or will have, management information systems that are Year
2000 compliant. Therefore, the Company is developing contingency
plans with respect to its significant suppliers and service
providers.
The Company believes that it has allocated adequate
resources to achieve Year 2000 compliance in a timely manner,
however, there can be no assurance to that effect. The Company
presently believes that the cost of its conversion effort will
not have a material effect on the Company's current financial
position or liquidity .
Preparation and Mailing of Promotional Materials
Fingerhut performs a large portion of the production process
for its promotional materials in-house. The Creative Department
uses desktop publishing for the design and production of all
Fingerhut's mailings. A substantial portion of the color
photographs used in Fingerhut's catalogs and other marketing
materials are taken at the in-house photo studio and Fingerhut
prepares color separations for approximately 57% of its
promotional materials. In addition, Fingerhut's eight-color web
printing presses print more than half of its catalog "wraps," the
personalized outside cover used on Fingerhut catalogs.
Substantially all of Fingerhut's promotional materials, except
the wraps, are printed at outside vendors.
Fingerhut's mailing operations are designed to provide the
flexibility and rapid response time required to keep pace with
its changing marketing and merchandising needs. Fingerhut has
two mailing facilities in Minnesota that cut, fold, insert, sort
and deliver to the post office its single and multiple product
promotions. For catalog mailings, Fingerhut personalizes the
catalog wraps and delivers them to its outside printers
pre-sorted for mailing.
Order Processing and Fulfillment
Although most of Fingerhut's customer orders are received by
mail, telephone ordering has become a more important part of
Fingerhut's business. In 1997, Fingerhut processed approximately
17 million Fingerhut orders and approximately 50 million
Fingerhut customer payments.
In 1997, Fingerhut shipped approximately 21 million packages
from its warehouse and distribution facilities in Minnesota and
Tennessee. In order to minimize shipping costs, packages are
trucked to drop points throughout the country where they enter
the United States Postal Service or the United Parcel Service
("UPS") systems for delivery to the customer. In addition,
Fingerhut offers optional express delivery in selected
promotions.
In August 1997, UPS employees went on strike. Because the
Company uses the United States Postal Service to ship
approximately 75% of its customer orders, the strike did not have
a significant impact on the Company's ability to deliver
merchandise.
Figi's Inc.
Figi's is a mail order retailer of specialty food gifts (such
as quality cheeses, smoked meats, candies and baked goods) and
other gifts headquartered in Marshfield, Wisconsin. The Company
acquired Figi's in 1981. Figi's is one of the largest direct
mail food gifts marketers in the United States, with 1997 net
sales of approximately $98 million, which was up 5% over 1996 net
sales of $93 million.
New customers are acquired from sources similar to those used
by Fingerhut, although Figi's customers include both moderate
income consumers attracted by Figi's in-house credit terms and
more affluent customers who use credit cards. Sales using Figi's
interest-free, three payment credit terms constituted
approximately 90% of its net sales in 1997.
Figi's offerings are made predominantly in catalogs mailed
prior to holidays and other gift-giving occasions such as
Christmas, Easter, Valentine's Day and Mother's Day. Figi's
business is highly seasonal, with approximately 82% of its net
sales in the fourth quarter. Figi's seeks to develop repeat
business from customers by offering a satisfaction pledge.
Figi's uses marketing techniques similar to those developed
by Fingerhut, such as sweepstakes and in-house credit terms, to
improve customer response and expand its customer base. Figi's
also uses mailing list evaluation and segmentation techniques
similar to those used by Fingerhut. In addition, Figi's offers
its customers the opportunity to place orders by telephone and
accepts payment by major credit card.
Costs of Mailing
In 1997, the Company spent an aggregate of $246 million on
postage for the Retail segment businesses (including the cost of
parcel shipments that were passed on to customers) of which 49%
was attributable to the mailing of promotional materials, 44% was
attributable to parcel shipments and 7% was attributable to
various correspondence with customers. However, as is customary
in the direct mail industry, the Company passes on the cost of
parcel shipments directly to the customer as part of the shipping
and handling charge. The costs of mailing promotional material
and certain other correspondence (including postage) are not
directly passed on to customers, but are considered in the
Company's overall product pricing and mailing strategies. The
Company anticipates that the Postal Rate Commission will rule on
the rate increase requested by the United States Postal Service
and the United States Postal Service Board of Governor will
approve an increase in postal rates in 1998, however, the amount
of any such increase and the implementation date is currently
unknown.
The Company substantially reduces mailing costs by
effectively using discounts offered by the United States Postal
Service from basic postal rates. For example, Fingerhut sorts
mailings by zip code to the carrier route level and also prints
the "zip plus four" bar-code to obtain optimum postal discounts,
resulting in savings not always available to smaller direct mail
companies. The Company intends to adopt new innovations in mail
processing techniques, as appropriate, and believes the
increasing requirement for dynamic systems to manage the
complexity of the postal rate structure will strengthen the
long-term competitive position of larger, more sophisticated mail
order firms such as the Company.
Other Business Activities
The Retail Segment also includes several other business
activities. Andy's Garage Sale, Inc. is a wholly-owned
subsidiary that allows the Company to market excess inventory on
the Internet. Andy's Garage Saler (www.andysgarage.com) mixes
product offerings with stories of a fictional cast of Minnesota
characters. The Company also derives additional revenues from
wholesaling excess merchandise and list rental and package
inserts. Infochoice USA, Inc., a wholly-owned subsidiary, has
entered into an agreement with Guthy-Renker Corporation, under
which Guthy-Renker manages infomercial production, media
placement and market distribution and Infochoice provides product
development and sourcing, customer service and fulfillment.
Infochoice and Guthy-Renker conduct the business under the
agreement through USA Direct/Guthy-Renker, Inc., a corporation in
which Infochoice and Guthy Renker Corporation each have a 50%
interest. The Company accounts for USA Direct/Guthy-Renker, Inc.
using the equity method of accounting; accordingly, 50% of USA
Direct/Guthy-Renker, Inc.'s profits or losses are recorded in
administrative expenses included in "Administrative and selling
expenses" in the Company's Consolidated Statements of Earnings.
Wiman Corporation manufactures plastic products. Taken together,
such activities accounted for less than 3% of the Company's 1997
net sales.
In 1997, the Company began providing various fulfillment and
distribution services to third parties out of its warehouse and
distribution facilities in Utah and Minnesota. The Company also
partnered with WorldCom to develop a co-branded long distance
calling program that generates revenues via account fees and a
percentage of each customer's bill. The Company intends to
pursue additional third-party service and co-branding ventures,
by utilizing the Company's order servicing, telemarketing, direct
marketing, warehousing, distribution and customer service
capabilities.
Retail Segment
Statements of Operations
For the Fiscal Year Ended
(In thousands of dollars, except Dec. 26, 1997 Dec. 27, 1996
per share data)
Revenues:
Net sales $1,530,228 $1,638,363
Finance income and other
securitization income, net (10,877) (23,361)
1,519,351 1,615,002
Costs and expenses:
Product cost 738,740 827,086
Administrative and selling expenses 596,084 618,082
Provision for uncollectible accounts 97,593 112,084
Interest expense, net 27,946 25,305
1,460,363 1,582,557
Earnings before income taxes 58,988 32,445
Provision for income taxes 21,267 11,322
Net earnings $37,721 $ 21,123
Earnings per share - Basic $ .82 $ .46
Earnings per share - Diluted $ .76 $ .44
Note: In 1997, "discount on sale of accounts receivable," the
"provision for uncollectible accounts" and certain
administrative (collection) costs associated with the
receivables sold, were reclassified to "finance income and
other securitization income, net." All prior-period
financial information has been restated to conform with the
current period's presentation, and the reclassifications had
no effect on net earnings.
Dec. 26, Dec. 27, Dec. 29. Dec. 30, Dec.31,
For the Fiscal Year Ended: 1997 1996 1995 1994 1993
Capital expenditures $20,622 $47,742 $93,089 $69,339 $51,722
(in 000's)
Depreciation (in 000's) $43,622 $45,069 $41,031 $33,543 $25,969
Net earnings (in millions)
Catalog operations $ 36.7 $ 19.5 $ 37.4 $ 69.9 $ 68.1
Television 1.0 1.6 8.9 (26.2) 6.0
Total segment earnings $ 37.7 $ 21.1 $ 46.3 $ 43.7 $ 7.41
Statements of Operations (Managed Basis*)
For the Fiscal Year Ended
(In thousands of dollars, except Dec. 26, 1997 Dec. 27, 1996
per share data)
Revenues:
Net sales $1,530,228 $1,638,363
Finance income and other revenues 232,181 241,130
1,762,409 1,879,493
Costs and expenses:
Product cost 738,740 827,086
Administrative and selling expenses 610,022 633,448
Provision for uncollectible accounts 259,981 283,762
Discount on sale of accounts receivable 66,732 77,447
Interest expense, net 27,946 25,305
1,703,421 1,847,048
Earnings before income taxes 58,988 32,445
Provision for income taxes 21,267 11,322
Net earnings $ 37,721 $ 21,123
Earnings per share - Basic $.82 $.46
Earnings per share - Diluted $.76 $.44
*Presented in a format consistent with prior periods.
Financial Services Segment (Metris)
The Company's Financial Services segment businesses are
conducted by Metris and its subsidiaries. Two-year segment
Statements of Operations and key operating statistics are
included at the end of the business description to assist in
understanding this segment's results.
Metris is an information-based direct marketer of consumer
credit products, extended service plans and fee-based products
and services to moderate income consumers. Metris' consumer
credit products currently are unsecured and secured credit cards
issued by Direct Merchants Bank. Metris' customers and prospects
include existing customers of Fingerhut ("Fingerhut Customers")
and individuals who are not Fingerhut Customers but for whom
credit bureau information is available ("External Prospects").
Metris Direct, Inc., a subsidiary, also provides extended service
plans on certain categories of products sold by Fingerhut that
extend service coverage beyond the manufacturer's warranty.
Metris markets its fee-based products and services, including
debt waiver programs, card registration, third party insurance,
and membership clubs to its credit card customers, Fingerhut
Customers and customers of third party partners.
Metris Companies Inc. is a Delaware corporation incorporated
on August 20, 1996, and is an 83% owned indirect subsidiary of
Fingerhut Companies, Inc. Metris became a publicly-held company
in October 1996 after completing an initial public offering.
Subject to the approval of the Company's Board of Directors, the
receipt of a ruling from the IRS, and market conditions, the
Company anticipates that the Spin Off of all of the Company's
ownership in Metris will occur in 1998. Following the Spin Off,
no individual will hold titles of officer or director at both the
Company and Metris, except for Theodore Deikel, who will be
Chairman of the Board of Metris, and will continue to be Chairman
of the Board, Chief Executive Officer and President of the
Company.
Metris currently operates two businesses: (i) consumer credit
products and (ii) fee-based services and extended service plans.
Metris' principal subsidiaries are Direct Merchants Bank, Metris
Direct, Inc., Metris Funding Co. and Metris Receivables, Inc.
Consumer Credit Products
Products. Consumer credit products currently are unsecured
and secured credit cards, including the Fingerhut co-branded
MasterCardr, the Bally Total Fitness co-branded MasterCard and
the Direct Merchants Bank MasterCardr. and Visar. In addition,
Metris has affinity programs with two other parties. In the
future, Metris may offer other co-branded credit cards and may
also offer other consumer credit products either directly or
through alliances with other companies. At December 31, 1997,
Direct Merchants Bank had approximately 2.3 million credit card
accounts with over $3.5 billion in managed credit card loans.
Fingerhut customers represented approximately 39% of the accounts
and approximately 39% of the managed loans. At December 31,
1997, according to the Nilson Report, Direct Merchants Bank was
the 14th largest MasterCard issuer in the United States based on
the number of cards issued and the 22nd largest credit card
issuer in the United States based on managed credit card loan
balances. In September 1997, Metris acquired a $317 million
credit card portfolio from Key Bank USA, National Association,
and in October 1997, Metris acquired a $405 million credit card
portfolio from Mercantile Bank National Association.
Solicitation. Prospects for solicitation include both
Fingerhut Customers and External Prospects. They are contacted
on a nationwide basis through pre-screened direct mail and
telephone solicitations.
Pricing. Metris' strategy to maximize customer profitability
relies on risk-based pricing. The specific pricing for each
credit card offer is determined primarily based on the prospect's
risk profile prior to solicitation. Each prospect is evaluated
to determine credit needs, credit risk, and existing credit
availability. A customized offer is developed that includes the
most appropriate product, brand, pricing, and credit line.
Metris currently offers over 100 different pricing structures on
its credit card products, with annual fees ranging from $0 to $48
($60 for some secured cards) and annual percentage rates ranging
from 14.9% to 26.5%, excluding certain portfolio acquisitions
made in the current year. After credit card accounts are opened,
Direct Merchants Bank actively monitors customers' internal and
external credit performance and periodically recalculates
behavior and risk scores. As customers evolve through the credit
lifecycle and are regularly rescored, the lending relationship
can evolve to include more competitive (or more restrictive)
pricing and product configurations.
For the Year Ended Dec. 31,
Key Statistics: 1997 1996
Managed net charge-off ratio 8.3% 6.2%
Period-end managed loans (in 000's) $3,546,936 $1,615,940
Total accounts (in 000's) 2,293 1,418
Managed loan loss reserves (in 000's) $244,084 95,669
Managed delinquency ratio 6.6% 5.5%
Fee-based Services and Extended Service Plans
In 1997, Metris consolidated its fee-based services and
extended service plan businesses into one business line. Metris
currently sells a variety of fee-based products and services to
its credit card customers, Fingerhut Customers and credit card
customers of third party partners, including (i) debt waiver
protection for unemployment, disability, and death, (ii) programs
such as card registration and club membership, and (iii) third-
party insurance. In addition, Metris develops customized
targeted mailing lists, using both Metris' database and the
Fingerhut database, for external companies to use in their own
noncompeting financial services product solicitation efforts.
Extended service plans provide warranty service coverage
beyond the manufacturer's warranty. In general, Metris' extended
service plans provide customers with the right to have their
covered purchases repaired, cleaned, replaced or in certain
circumstances, the purchase price of the product refunded, within
certain parameters determined by Metris. Metris currently
provides extended service plans for consumer electronics,
furniture, and jewelry ("Warrantable Products") purchased from
Fingerhut. Fingerhut has an extended service plan agreement with
Metris, during the term of which Fingerhut agrees only to offer
Metris' extended service plans to its customers.
ServiceEdgeSM is Metris' extended service plan for consumer
electronics and all other electro-mechanical items that gives
customers the right to have their purchases repaired or replaced
in the event of electrical or mechanical failure or defects in
materials and workmanship for defects after the manufacturer's
warranty expires. Quality Jewelry Carer is Metris' extended
service plan for jewelry. The services provided to Quality
Jewelry Care customers include repair, soldering, ring sizing,
and cleaning, for which Metris has third party jewelers perform
such services. Metris' extended service plan program for
furniture is called Quality Furniture CareSM and the services
include stain cleaning, structural defect or damage repair, or
replacement if the merchandise cannot be repaired. Repairs and
stain cleaning are performed by independent service providers.
Sales and Marketing. When Fingerhut Customers purchase
Warrantable Products, they have the option to buy an extended
service plan. For electro-mechanical products, approximately 31%
of Metris' extended service plans are originated through the on-
page print advertisement located within Fingerhut's catalogs and
other direct marketing materials; the remainder are originated
through telemarketing. Substantially all of the Quality
Furniture Care and Quality Jewelry Care plans are originated
through telemarketing and other direct marketing programs. In
order to maximize the efficiency of these programs, Metris has
developed proprietary targeting models to predict which customers
will be most responsive to its extended service plan direct
marketing efforts.
Operations. Through the end of 1996, claims risk and claims
processing for electro-mechanical items were the responsibility
of a third party. Metris is responsible for claims risk and
claims processing for furniture and jewelry. In 1997, Metris
internalized the claims processing operations related to extended
service plans for electro-mechanical items and incurred the
resulting claims risk for all extended service plans sold on or
after January 1, 1997.
Metris Companies Inc.
Statements of Operations
For the Year Ended Dec. 31,
(In thousands of dollars, except 1997 1996
per share data)
Revenues:
Net sales $ 9,537 $ 22,077
Finance income and other revenues 274,527 133,357
284,064 155,434
Costs and expenses:
Product cost 90 6,463
Administrative and selling expenses 168,401 94,840
Provision for uncollectible accounts 43,989 18,477
Interest expense, net 9,701 3,108
222,181 122,888
Earnings before income taxes and minority interest 61,883 32,546
Provision for income taxes 23,825 12,530
Net earnings before minority interest 38,058 20,016
Minority Interest (6,450) (980)
Net Earnings $31,608 $9,036
Earnings per share - Basic $ .68 $ .41
Earnings per share - Diluted $ .64 $ .39
Other Information
Competition
The direct marketing industry includes a wide variety of
specialty and general merchandise retailers and is both highly
fragmented and highly competitive. The Company sells its
products to customers in all states of the United States and
competes in the purchase and sale of merchandise with all
retailers. Fingerhut's traditional principal competitor in the
business of direct marketing general merchandise to moderate
income customers is J.C. Penney Company, Inc., which operates a
large number of retail stores in addition to its mail order
businesses and generates substantial catalog sales at its retail
premises in addition to direct mail marketing. In the direct
marketing retail industry, Fingerhut also competes with
television shopping marketers, such as QVC Network, Inc. and Home
Shopping Network, Inc. Fingerhut also competes with retail
department stores, discount department stores and variety stores,
many of which are national chains, for the general merchandise
spending of its customers.
The principal methods of competition within the direct
marketing industry and in the Company's market segments include
purchasing convenience, extension of credit, customer service,
free trial and merchandise value. The Company believes that it
is able to compete on the strength of its marketing strategy
despite strong competitive pressures. Although barriers to
entering the direct marketing business are minimal and many new
companies have entered and may continue to enter the industry in
competition with the Company, a substantial capital investment
would be required to develop customer databases and software
capabilities comparable to those of the Company. The Company
believes that these assets are necessary to compete effectively
in the Company's market niche, where the predictability of
response rates and combined credit and return losses is critical.
As a marketer of consumer credit products, Metris faces
increasing competition from numerous providers of financial
services, many of which have greater resources than Metris. In
particular, Metris competes with national, regional and local
bank card issuers as well as other general purpose credit card
issuers, such as American Express and Discover Card. In general,
customers are attracted to credit card issuers largely on the
basis of price, credit limit and other product features; as a
result, customer loyalty is often limited. However, Metris
believes that its strategy of focusing on an underserved market
and its access to information from the Fingerhut database will
allow it to more effectively compete in the market for moderate
income cardholders. During the term of the extended service plan
agreement, Fingerhut will only offer its customers extended
service plans provided by Metris. As Metris attempts to expand
its business to market extended service plans to the customers of
third-party retailers, it will compete with manufacturers,
financial institutions, insurance companies and a number of
independent administrators, many of which have greater operating
experience and financial resources than Metris.
Seasonality
The Company's business is seasonal. In 1997, approximately
38% of the Company's net sales and approximately 63% of its net
earnings occurred in the fourth quarter. In addition to seasonal
variations, the Company experiences variances in quarterly
results from year to year that result from changes in the timing
of its promotions and the types of customers and products
promoted and, to some extent, variations in dates of holidays and
the timing of quarter ends resulting from a 52/53 week year.
Accordingly, the results of interim periods are not necessarily
indicative of the results for the year.
Employees
As of December 26, 1997, the Company had approximately 9,500
employees, of whom approximately 2,000 were represented by the
Midwest Regional Joint Board or the Tennessee/Kentucky District _
Southern Regional Joint Board of the Union of Needle Trades,
Industrial and Textile Employees. The Company's principal
collective bargaining agreements expire on February 6, 1999 and
February 6, 2000. The Company believes its relations with its
employees and the union are good.
Trademarks and Tradenames
The Company and its subsidiaries have registered and continue
to register, when appropriate, various trademarks, tradenames and
service marks used in connection with its business and for
private label marketing of certain of its products. The Company
considers these trademarks and service marks to be readily
identifiable with, and valuable to, its business.
Governmental Regulation
The Company's Retail segment is subject to regulation by a
variety of state and federal laws and regulations related to,
among other things, advertising, offering and extending of
credit, charging and collecting state sales/use taxes and product
safety. The Company's practices in certain of these areas are
subject to periodic inquiries and proceedings by various
regulatory agencies. None of these laws and regulations has had
a material adverse effect upon the Company.
From time to time the Company has received notices and
inquiries from states with respect to collection of use taxes for
sales to residents of these states. To the extent that any
states are successful in such claims, the Company's cost of doing
business could be increased, although it does not believe any
increase would be material.
Substantially all of the extensions of credit for Fingerhut
purchases prior to early January 1997 were by Fingerhut.
Fingerhut relies on the Minnesota "time-price" doctrine in
extending credit on products sold in many states. Under this
doctrine, the difference between the time price and the cash
price for the same goods is not treated as interest subject to
regulation under laws governing the extension of credit. In
other states, Fingerhut is subject to regulations that limit
maximum finance charges and require refunding of finance charges
to customers under certain circumstances. Fingerhut believes
that its time payment pricing and credit practices were and are
in compliance with applicable state requirements. Certain
individuals who purchased goods from Fingerhut filed suit
challenging the application of the time-price doctrine. See
"Legal Proceedings" below.
In late 1996, FNB began offering credit card loans to finance
purchase of products and services from Fingerhut. Commencing in
January 1997, FNB began extending substantially all credit for
Fingerhut purchases.
Direct Merchants Bank and FNB are limited purpose credit
card banks chartered as national banking associations and members
of the Federal Reserve System, the deposits of which are insured
by the Bank Insurance Fund which is administered by the Federal
Deposit Insurance Corporation (the "FDIC"). Direct Merchants
Bank and FNB are subject to comprehensive regulation and periodic
examination by the Office of the Comptroller of the Currency, the
Federal Reserve Board and the FDIC. Neither Direct Merchants
Bank nor FNB is a "bank" as defined under the Bank Holding
Company Act of 1956, as amended (the "BHCA") because each
(i) engages only in credit card operations, (ii) does not accept
demand deposits or deposits that the depositor may withdraw by
check or similar means for payment to third parties or others,
(iii) does not accept any savings or time deposit of less than
$100,000, (iv) maintains only one office that accepts deposits
and (v) does not engage in the business of making commercial
loans. As a result, the Company is not a bank holding company
under the BHCA. If Direct Merchants Bank or FNB failed to meet
the credit card bank criteria described above, the Company would
become subject to the provisions of the BHCA. The Company
believes that becoming a bank holding company would limit the
Company's ability to conduct its business.
Under current judicial interpretations of Federal law,
national banks such as Direct Merchants Bank and FNB may charge
interest at the rate allowed by the laws of the state where the
bank is located, and may "export" interest rates by charging the
interest rate allowed by the laws of the state where the bank is
located on loans to borrowers in all states, without regard to
the laws of such other states. Direct Merchants Bank is
currently located in Utah and FNB is currently located in South
Dakota.
In 1996, the Supreme Court of the United States held that
national banks may also impose late-payment fees allowed by the
laws of the state where the national bank is located on borrowers
in other states, without regard to the laws of such other states.
The Supreme Court based its opinion largely on its deference to a
regulation adopted by the Comptroller of the Currency that
includes certain fees, including late fees, overlimit fees,
annual fees, cash advance fees and membership fees, within the
term "interest" under the provision of the National Bank Act that
has been interpreted to permit national banks to export interest
rates. As a result, national banks such as Direct Merchants Bank
and FNB may impose such fees to the extent that they are
permitted by the laws of the states in which they are located.
Direct Merchants Bank's and FNB's activities as credit card
lenders are also subject to regulation under various federal laws
including the Truth-in-Lending Act, the Equal Credit Opportunity
Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Community Reinvestment Act and the Soldiers'
and Sailors' Civil Relief Act. Regulators are authorized to
impose penalties for violations of these statutes and, in certain
cases, to order national banks to pay restitution to injured
cardmembers. Individuals may also bring actions for certain
alleged violations of such regulations. Federal and state
bankruptcy and debtor relief laws also affect Direct Merchants
Bank's and FNB's ability to collect outstanding balances owed by
cardholders who seek relief under these statutes.
Several states have passed legislation which attempts to tax
the income from interstate financial activities, including credit
cards, derived from accounts held by local state residents.
Based on current interpretations of the enforceability of such
legislation, coupled with the volume of its business in these
states, the Company believes that this will not materially affect
Direct Merchants Bank or FNB.
From time to time, legislation has been proposed in Congress
to limit interest rates that could be charged on credit card
accounts; however, the Company does not anticipate any serious
effort by Congress to enact such a limitation in the current
session of Congress.
The Fair Credit Reporting Act (the "FCRA") regulates
"consumer reporting agencies." Under the FCRA, an entity risks
becoming a consumer reporting agency if it furnishes "consumer
reports" to third parties or, in some circumstances, to its
affiliates. A "consumer report" is a communication of
information which bears on a consumer's creditworthiness, credit
capacity, credit standing or certain other characteristics and
which is collected or used or expected to be used to determine
the consumer's eligibility for credit, insurance, employment or
certain other purposes. The FCRA explicitly excludes from the
definition of "consumer report" a report containing information
solely as to transactions or experiences between the consumer and
the entity making the report.
It is the Company's objective to conduct its operations in a
manner which would fall outside the definition of "consumer
reporting agency" under the FCRA. If the Company were to become
a consumer reporting agency, however, it would be subject to a
number of complex and burdensome regulatory requirements and
restrictions, including restrictions limiting the Company from
using information from the Fingerhut database and furnishing
information to third parties. Such restrictions could have a
significant adverse economic impact on the Company's results of
operations and future prospects.
Executive Officers of the Registrant
Name Age Present Office
Theodore Deikel 62 Chairman of the Board,
Chief Executive Officer and President
Alan F. Bignall 46 Senior Vice President,
Development and Architecture Services
Thomas J. Bozlinski 50 Senior Vice President,
Operations and Network Services
John D. Buck 47 Senior Vice President,
Operations, Information Services
and Human Resources
Andrew V Johnson 42 Senior Vice President,
Market Development
Gerald T. Knight 50 Senior Vice President,
Chief Financial Officer
Peter G. Michielutti 41 Executive Vice President
Chief Operating Officer of
Fingerhut Corporation
Michael P. Sherman 45 Senior Vice President,
Business Development,
General Counsel and Secretary
Richard L. Tate 52 Senior Vice President,
Merchandising
Thomas C. Vogt 51 Corporate Controller
James M. Wehmann 32 Treasurer
Ronald N. Zebeck 43 Executive Vice President
President and Chief Executive Officer of
Metris Companies Inc.
Theodore Deikel has served as Chairman of the Board, Chief
Executive Officer and President since 1989. From 1985 until
rejoining the Company, Mr. Deikel served as Chairman and CEO of
CVN Companies, Inc., a direct marketing company using television
and direct mail. From 1979 to 1983, Mr. Deikel was Executive
Vice President of American Can Company (a predecessor to
Travelers Group Inc.) and Chairman of American Can Company's
specialty retailing division, which included the Company. In
addition, Mr. Deikel was Chief Executive Officer of Fingerhut
from 1975 to 1983.
Alan F. Bignall joined the Company as Senior Vice President,
Development and Architecture Services of the Company in February
1998. Prior to that, he held several positions with American
Express Financial Advisors. From November 1995 to December 1997,
he was Vice President, Technology and from November 1990 to
October 1995, he was Vice President, Financial Planning.
Thomas J. Bozlinski became Senior Vice President, Operations
and Network Services in March 1998. He was Senior Vice
President, Information Systems from January 1996 to February
1998. He was Vice President, Information Systems of the Company
from June 1993 to January 1996. Prior to that he was Managing
Director, Systems & Operations of Northwest Airlines Corp.
John D. Buck has been Senior Vice President, Operations,
Information Services and Human Resources since February 1997. He
was Senior Vice President, Human Resources from March, 1996 to
January 1997. For more than five years prior to that, he was
Vice President, Administration of Alliant Techsystems, Inc., a
supplier of defense products and services to the United States
government and its allies.
Andrew V Johnson has been Senior Vice President, Market
Development of the Company since January 1998. From January 1993
to December, 1997, he was Senior Vice President, Marketing of the
Company.
Gerald T. Knight joined the Company as Senior Vice President,
Chief Financial Officer in June 1997. He was Vice President and
Chief Financial Officer of The Toro Company for more than the
previous five years.
Peter G. Michielutti has been Executive Vice President of
the Company since May 1997 after serving as Chief Financial
Officer of the Company from July 1995 to May 1997 and Senior Vice
President, Business Development of Metris from August 1996 to May
1997. He is also Chief Operating Officer of Fingerhut
Corporation. Prior to that, he held various positions with
divisions/subsidiaries of Household International Inc. (consumer
finance services). He was Chief Financial Officer of Household
Credit Services from May 1992 to July 1995, Vice President-
Financial Administration-Canada of Household Financial
Corporation Limited from March 1991 to May 1992, and Vice
President-Financial Administration of Household Bank FSB from
August 1990 to March 1991.
Michael P. Sherman joined the Company as Senior Vice
President, Business Development, General Counsel and Secretary in
May 1996. He was Executive Vice President, Corporate Affairs,
General Counsel and Secretary of Hanover Direct, Inc., a catalog
retailer, for more than the previous five years.
Richard L. Tate has been Senior Vice President, Merchandising
of the Company since October 1993. From December 1989 to October
1993, he was Vice President, Merchandising of the Company.
Thomas C. Vogt has been Corporate Controller since November
1994. Prior to that time, he was Assistant Controller,
Operations of the Company from August 1991 to October 1994 and
was Vice President and Controller of Hanover Direct, Inc. from
April 1989 to July 1991.
James M. Wehmann became Treasurer of the Company in March
1997. He was Assistant Treasurer from June 1996 to March 1997
and held other finance and treasury positions at Fingerhut since
March 1993. From 1991 until joining Fingerhut, he was a
financial analyst, international finance for Honeywell, Inc.
Ronald N. Zebeck was hired as President of Metris Direct, Inc.
(now a wholly-owned subsidiary of Metris) in March 1994, and
became President and Chief Executive Officer of Metris when it
was formed in August 1996. He is also an Executive Vice
President of the Company. He was Managing Director, GM Card
Operations of General Motors Corporation from 1991 to 1993.
Officers of the Company are elected by, and hold office at
the will of, the Board of Directors and do not serve a "term of
office" as such.
Item 2. Properties
The Company's executive and administrative offices and
warehouse and distribution facilities are located in a number of
facilities in Minnesota, Tennessee, Wisconsin, Utah, Florida,
Oklahoma, Maryland and South Dakota. The total facilities
presently used by the Company's operations have an aggregate of
approximately 5.5 million square feet, of which approximately 5.3
million square feet, located in Minnesota, Tennessee, Wisconsin,
Utah, Florida and South Dakota, are used for the Retail segment
and 147,000 square feet, located in Minnesota, Utah, Oklahoma and
Maryland, are used for the Financial Services segment. Of these,
Fingerhut owns a 188,000 square foot office building in
Minnetonka, Minnesota, a 186,000 square foot data and technology
center in Plymouth, Minnesota, buildings in St. Cloud, Minnesota
with an aggregate of approximately 1.9 million square feet,
buildings in Alexandria, Minnesota with an aggregate of
approximately 53,000 square feet and buildings in Mora, Minnesota
with approximately 160,000 square feet. Figi's owns buildings in
Marshfield, Wisconsin with an aggregate of approximately 317,000
square feet. Tennessee Distribution, Inc., a subsidiary of the
Company, has beneficial ownership of a one million square foot
warehouse and distribution facility near Bristol, Tennessee.
Western Distribution, Inc., a subsidiary of the Company, owns a
one million square foot warehouse and distribution facility near
Spanish Fork, Utah.
The Company leases the remainder of the facilities it uses,
which consist of office, photo studio, operations and warehouse
space. The Company believes its facilities are suitable to its
businesses and that it will be able to lease or purchase
additional facilities as needed.
Item 3. Legal Proceedings
The Company is a party to various claims, legal actions,
disputes and other complaints arising in the ordinary course of
business. In the opinion of management, any losses that may
occur are adequately covered by insurance, are provided for in
the financial statements, or are without merit and the ultimate
outcome of these matters will not have a material effect on the
financial position or operations of the Company.
In October 1995, the Company was served with a legal action
commenced in federal district court in Arizona by two
shareholders against the Company, a current officer and a former
officer alleging violations of Sections 10(b) and 20 of the
Securities Exchange Act of 1934, as amended and Rule 10b-5
thereunder. The complaint (i) alleges that the Company made
false and misleading statements or omissions with respect to its
plans regarding a proposed television shopping network, (ii)
requests certification as a class action on behalf of
shareholders of the Company who purchased Common Stock during a
specified period and (iii) alleges unspecified damages. The
Company considers the plaintiffs' claims to be without merit and
intends to vigorously defend the matter. Venue has been
transferred to federal district court in Minnesota. On May 29,
1997, the court granted the Company's motion to dismiss with
leave for plaintiffs to file an amended complaint. On July 17,
1997, plaintiffs served their amended complaint. In lieu of an
answer, the Company filed a motion to dismiss on September 15,
1997. The Company's reply brief was filed on January 19, 1998.
On August 14, 1997, Fingerhut Corporation was served with a
summons and class action complaint commenced in Minnesota
District Court, Fourth Judicial District, on behalf of named
plaintiffs in ten states. The alleged class consists of
"Fingerhut customers whose contracts are declared by Fingerhut to
be governed by Minnesota law." The complaint alleges violations
of the usury law, deceptive trade practices and consumer fraud
based on Fingerhut's use of the "time price" doctrine in its
credit sales. The plaintiffs' claims are substantially identical
to the claims asserted in an earlier case brought against
Fingerhut in the same court. The court granted summary judgment
in favor of Fingerhut in that case in March 1997. The plaintiffs
in that case did not appeal the summary judgment, and their
counsel has refiled their claims on behalf of new members of the
purported plaintiff class. Fingerhut responded to the complaint
by filing a motion for judicial reassignment. The court denied
this motion. Fingerhut has filed a motion for summary judgment
on the plaintiffs' claims.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during
the fourth quarter of the Company's fiscal year ended December
26, 1997.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The information required by this item is set forth in
"Quarterly Financial and Stock Data" on page 47 of the Company's
Annual Report to Shareholders for the fiscal year ended December
26, 1997 (the "1997 Annual Report") and is incorporated herein by
reference.
Item 6. Selected Financial Data
The information required by this item is set forth under the
caption "Five Year Summary of Selected Consolidated Financial
Data" on page 15 of the 1997 Annual Report and is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required by this item is set forth under the
caption "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and "Forward Looking
Statements" on pages 16 to 24 of the 1997 Annual Report and is
incorporated herein by reference.
Item 7a. Quantitative and Qualitative Disclosures About Market
Risk
The information required by this item is set forth under the
caption "Qualitative and Quantitative Disclosures About Market
Risk" on pages 22 to 23 of the 1997 Annual Report and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The audited Consolidated Financial Statements of the
Registrant and independent auditors' report thereon and the
unaudited Quarterly Financial and Stock Data set forth on pages
25 to 47 of the 1997 Annual Report are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to
directors is set forth under "Proposal 1: Election of Directors"
in the Company's proxy statement for the annual meeting of
shareholders to be held on May 6, 1998, which will be filed
within 120 days of December 26, 1997 (the "Proxy Statement") and
is incorporated herein by reference. The information required by
this item with respect to executive officers is, pursuant to
instruction 3 of Item 401(b) of Regulation S-K, set forth in Part
I of this Form 10-K under "Business--Executive Officers of the
Registrant." The information required by this item with respect
to reports required to be filed under Section 16(a) of the
Securities Exchange Act of 1934 is set forth under "Security
Ownership of Certain Beneficial Owners and Management_Section
16(a) Beneficial Ownership Reporting Compliance" in the Proxy
Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is set forth under
"Executive Compensation" in the Proxy Statement and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this item is set forth under
"Security Ownership of Certain Beneficial Owners and Management"
in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item is set forth under
"Arrangements and Transactions with Related Parties" in the Proxy
Statement and is incorporated herein by reference.
With the exception of the information incorporated by
reference in Items 10-13 above, the Proxy Statement is not to be
deemed filed as part of this Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) The following documents are made part of this report:
1. Consolidated Financial Statements.
The following consolidated financial
statements, the related notes and the report of the
Company's independent auditors are incorporated
herein by reference from the 1997 Annual Report as
part of this report at Item 8 hereof:
Independent Auditors' Report dated January 21, 1998.
Consolidated Statements of Earnings for each of the
three fiscal years ended December 26, 1997.
Consolidated Statements of Financial Position at
December 26, 1997 and December 27, 1996.
Consolidated Statements of Changes in Stockholders'
Equity for each of the three fiscal years
ended December 26, 1997.
Consolidated Statements of Cash Flows for each
of the three fiscal years ended December 26, 1997.
Notes to Consolidated Financial Statements.
With the exception of the foregoing
information and the information incorporated by
reference in Items 5-8 of this Part II, the 1997
Annual Report is not to be deemed filed as part of
this Form 10-K.
2. Financial Statement Schedule: The following
schedule for each of the three years ended
December 26, 1997 is included in this Form 10-K:
Independent Auditors' Report on consolidated
financial statement schedule dated January 21, 1998.
Schedule II - Valuation and Qualifying Accounts.
Certain schedules have been omitted because
they are not required under the related instructions
or are inapplicable, or because the required
information is included elsewhere in the financial
statements or related notes.
(b) Reports on Form 8-K: None
(c) Exhibits: See Exhibit Index on page 25 of this Report.
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 the 24th day of March, 1998.
FINGERHUT COMPANIES, INC.
(Registrant)
By /s/Theodore Deikel
Theodore Deikel
Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of Fingerhut Companies, Inc., the Registrant, and in
the capacities and on the dates indicated.
Signature Title Date
Principal executive Chairman of the Board, March 24, 1998
officer and director: Chief Executive Officer
and President
/s/ Theodore Deikel
Theodore Deikel
Principal financial officer: Senior Vice President, March 24, 1998
Chief Financial Officer
/s/Gerald T. Knight
Gerald T. Knight
Principal accounting officer: Corporate Controller March 24, 1998
/s/Thomas C. Vogt
Thomas C. Vogt
Directors:
/s/Wendell R. Anderson Director March 13, 1998
Wendell R. Anderson
/s/Edwin C. Gage Director March 24, 1998
Edwin C. Gage
/s/Stanley S. Hubbard Director March 14, 1998
Stanley S. Hubbard
/s/Kenneth A. Macke Director March 18, 1998
Kenneth A. Macke
/sDudley C. Mecum Director March 24, 1998
Dudley C. Mecum
/s/John M. Morrison Director March 23, 1998
John M. Morrison
/s/Christina L. Shea Director March 20, 1998
Christina L. Shea
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
Articles of Incorporation and Bylaws
3.a Amended and Restated Articles of
Incorporation of the Registrant
(restated in electronic format as
amended to July 29, 1993)
(Incorporated by reference to
Exhibit 3.a to Registrant's
Annual Report on Form 10-K
(File No. 1-8668) for the fiscal
year ended December 31, 1993).
3.b Bylaws of the Registrant(restated
in electronic format as amended
to July 29, 1993) (Incorporated
by reference to Exhibit 3.b to
Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended December
31, 1993).
Material Contracts
10.a Amended and Restated Pooling and
Servicing Agreement dated as of
January 12, 1997 among Fingerhut
Receivables, Inc., as Transferor,
Fingerhut National Bank, as
Servicer, and The Bank of New
York (Delaware), as Trustee.
(i) Series 1994-2 Supplement
dated as of November 15, 1994
(Incorporated by reference to
Exhibit 10.b(ii) to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 31, 1994).
(ii) Amended and Restated Series 1997-1
Supplement dated as of April 21, 1997
(Incorporated by reference to
Exhibit 10.a(iii) to Registrant's
Quarterly Report on Form 10-Q
(File No. 1-8668) for the second
quarter ended June 27, 1997).
10.b Purchase Agreement dated as of
January 12, 1997 between
Fingerhut Companies, Inc., as
Buyer, and Fingerhut National
Bank, as Seller (Incorporated by
reference to Exhibit 4(g) to
Fingerhut Receivables, Inc.
Registration Statement on Form S-
1 (File No. 333-4559)).
10.c Pooling and Servicing Agreement
dated as of May 26, 1995
among Metris Receivables, Inc.
(formerly Fingerhut
Financial Services Receivables,
Inc.), as Transferor, Direct
Merchants Credit Card Bank,
National Association, as
Servicer, and The Bank of New
York (Delaware), as Trustee
(Incorporated by reference to
Exhibit 10.u to Registrant's
Quarterly Report on Form 10-Q
(File No. 1-8668) for the fiscal
quarter ended June 30, 1995).
(i) Amendment No. 1 to the Pooling
and Servicing Agreement dated as
of June 10, 1996 (Incorporated
by reference to Exhibit 10.a(iii)
to Metris Companies Inc.'s
Registration Statement on Form S-1
(No. 333-10831)).
(ii) Amendment No. 2 to the Pooling and
Servicing Agreement dated as of
September 16, 1996 (Incorporated by
reference to Exhibit 10.a(iv) to
Metris Companies Inc.'s Registration
Statement on Form S-
1 (No. 333-10831)).
(iii) Amended and Restated Series 1995-1
Supplement dated as of September 16,
1996 (Incorporated by reference to
Exhibit 10.a(i) to Metris
Companies Inc.'s Registration
Statement on Form S-1 (No. 333-
10831)).
(iv) Series 1996-1 Supplement dated as
of April 23, 1996 (Incorporated
by reference to Exhibit 10.a(ii)
to Metris Companies Inc.'s Registration
Statement on Form S-1 (No. 333-
10831)).
(v) Series 1997-1 Supplement dated as
of May 8, 1997 (Incorporated by
reference to Exhibit 10.a(v) to Metris
Companies Inc. Quarterly Report
on Form 10-Q (File No. 001-12351)
for the fiscal quarter ended June
30, 1997.
(vi) Amendment No. 3 to the Pooling and
Servicing Agreement dated as of
September 30, 1997 (Incorporated by
reference to Exhibit 4(d) to
Metris Receivables, Inc. and
Metris Master Trust Registration
Statement on Form S-3 (No. 333-
36503)).
(vii) Series 1997-2 Supplement dated as
of November 20, 1997 (Incorporated by
reference to Metris Companies
Inc. Annual Report on Form 10-K
(File No. 001-12351) for the
fiscal year ended December 31,
1997).
10.d* Fingerhut Corporation Profit Sharing
and 40l(k) Savings Plan, as amended
and restated.
10.e* Intentionally left blank.
10.f* Fingerhut Corporation Pension Plan
1990 Revision (Incorporated by reference
to Exhibit 10(f) to Registrant's
Registration Statement on Form
S-1 (No. 33-33923)).
10.g* Fingerhut Companies, Inc. Stock Option Plan
(Incorporated by reference to
Exhibit 10(h) to Registrant's
Registration Statement on Form
S-1 (No. 33-33923)).
(i)* Amendment dated as of February 4, 1997
(Incorporated by reference to
Exhibit 10.g(i) to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 27, 19
10.h* Executive Tax Planning/Preparation
and Financial Planning Policy
(Incorporated by reference to
Exhibit 10.h to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 31, 1994).
10.i* Fingerhut Companies, Inc. 1995 Long-
Term Incentive and Stock Option Plan
(Incorporated by reference to Exhibit 10.i
to Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended December
29, 1995).
(i)* Amendment dated as of February 4, 1997
(Incorporated by reference to
Exhibit 10.i(i) to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 27, 1996).
(ii)* Form of option agreement (Incorporated
by reference to Exhibit 10.i(i) to
Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended December
29, 1995).
(iii)* Form of restricted stock agreement
(Incorporated by reference to
Exhibit 10.i(iii) to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 27, 1996).
10.j* Fingerhut Companies, Inc. 1992 Long-
Term Incentive and Stock Option Plan
(Incorporated by reference to
(Exhibit 10(j) to Registrant's Annual
Report on Form 10-K (File No. 1-8668)
for the fiscal year ended December
25, 1992).
(i)* Amendment dated as of February 4, 1997
(Incorporated by reference to
Exhibit 10.j(i) to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 27, 1996).
10.k* Fingerhut Companies, Inc. and
Subsidiaries 1997 Key Management
Incentive Bonus Plan dated as of
January 1997.
10.l* Stock Option and Valuation Rights
Agreement dated as of March 21,
1994, between Fingerhut Companies,
Inc. and Ronald N. Zebeck, as amended
(Incorporated by reference to
Exhibit 10.l to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 29, 1995).
(i)* Amendment dated as of October 24,
1996 (Incorporated by reference
to Exhibit 10.d(i) to Metris
Companies Inc.'s Annual Report on
Form 10-K (File No. 001-12351)
for the fiscal year ended
December 31, 1996.)
10.m* Fingerhut Companies, Inc. Directors'
Retainer Stock Deferral Plan
(Incorporated by reference to
Exhibit 10.m to Registrant's
Annual Report on Form 10-K
(File No. 1-8668) for the fiscal
year ended December 31, 1993).
10.n Amended and Restated Revolving Credit
and Letter of Credit Facility dated
as of September 16, 1996, among
Fingerhut Companies, Inc., the
Guarantors party thereto, the
Lenders party thereto, the
Issuing Banks party thereto, The
Chase Manhattan Bank, as
Administrative Agent and
NationsBank, N.A., as Co-Agent
(Incorporated by reference to
Exhibit 10.n to Registrant's
Quarterly Report on Form 10-Q
(File No. 1-8668) for the fiscal
quarter ended September 27,
1996).
10.o* Fingerhut Corporation Deferred Compensation Plan.
10.p Revolving Credit and Letter of Credit
Facility Agreement dated as of September
16, 1996 among Metris Companies
Inc., the Lenders party thereto,
the Issuing Banks party thereto,
and The Chase Manhattan Bank, as
Administrative Agent (Incorporated
by reference to Exhibit 10.s to
Metris Companies Inc.'s Registration
Statement on Form S-1 (No. 333-10831)).
10.q* Metris Companies Inc. Long-Term Incentive
and Stock Option Plan (Incorporated by
reference to Exhibit 10.h to
Metris Companies Inc. Annual
Report on Form 10-K (File No. 001-
12351) for the fiscal year ended
December 31, 1996).
(i)* Form of option agreement
(Incorporated by reference to
Exhibit 10.h(i) to Metris
Companies Inc. Annual Report on
Form 10-K (File No. 001-12351)
for the fiscal year ended
December 31, 1996).
10.r Indenture dated as of September 15,
1996 between Fingerhut Companies,
Inc. and First Bank, National Association,
as trustee (Incorporated by
reference to Ex. 4.1 to
Registrant's Registration
Statement on Form S-4 (No. 333-
15491)).
10.s Purchase Agreement dated as of June 15,
1992, relating to $60,500,000 of 8.92%
Senior Unsecured Notes, Series A,
due June 15, 2002 and $14,500,000
of 8.92% Senior Unsecured Notes,
Series B, due June 15, 2004
(Incorporated by reference to
Exhibit 10(s) to Registrant's
Quarterly Report on form 10-Q
(File No. 1-8668) for the fiscal
quarter ended June 26, 1992).
(i) First Amendment Agreement dated
as of June 17, 1994. This document
is being omitted from filing pursuant to
Instruction 2 to Item 601 of
Regulation S-K.
(ii) Second Amendment dated as of October 30,
1995. This document is being omitted
from filing pursuant to
Instruction 2 to Item 601 of
Regulation S-K.
(iii) Fourth Amendment dated as of August 14,
1996 (Incorporated by reference to
Exhibit 10.s(iii) to Registrant's
Quarterly Report on Form 10-Q
(File No 1-8668) for the fiscal
quarter ended September 27,
1996).
10.t Purchase Agreement dated as of August 1,
1993, relating to the sale of
$45,000,000 of 6.83% Senior
Unsecured Notes, Series C, due
August 1, 2000 (Incorporated by
reference to Exhibit 10.t to
Registrant's Quarterly Report on
Form 10-Q (File No. 1-8668) for
the fiscal quarter ending
September 24, 1993).
(i) First Amendment Agreement dated as
of June 17, 1994. This document is being
omitted from filing pursuant to
Instruction 2 to Item 601 of
Regulation S-K.
(ii) Second Amendment Agreement dated as of
October 30, 1995. This document is
being omitted from filing pursuant to
Instruction 2 to Item 601 of
Regulation S-K.
(iii) Fourth Amendment Agreement dated as of
August 14, 1996. This document is
being omitted from filing pursuant to
Instruction 2 to Item 601 of
Regulation S-K.
10.u* Fingerhut Corporation Pension Excess Plan-
1996 Revision (Incorporated by reference to
Exhibit 10.u to Registrant's
Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year
ended December 27, 1996).
10.v* Fingerhut Corporation Profit Sharing Excess
Plan-1996 Revision (Incorporated by
reference to Exhibit 10.v to
Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended
December 27, 1996).
10.w* Fingerhut Companies, Inc. Supplemental
Executive Retirement Plan (Incorporated by
reference to Exhibit 10.w to
Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended
December 29, 1995).
(i)* First Amendment to the Fingerhut Companies,
Inc. Supplemental Executive Retirement
Plan.
10.x* Fingerhut Companies, Inc. Nonemployee
Director Stock Option Plan (Incorporated by
reference to Exhibit 10.x to
Registrant's Annual Report on
Form 10-K (File No. 1-8668) for
the fiscal year ended December
29, 1995).
10.y Co-Brand Credit Card Agreement
dated as of October 31, 1996
between the Registrant and
Fingerhut Corporation
(Incorporated by reference to
Exhibit 10.k to Metris Companies
Inc.'s Annual Report on Form 10-K
(File No. 001-2351) for the
fiscal year ended December 31,
1996).
10.z Extended Service Plan Agreement
dated as of October 31, 1996
between the Registrant and
Fingerhut Corporation
(Incorporated by reference to
Exhibit 10.l to Metris Companies
Inc.'s Annual Report on Form 10-K
(File No. 001-2351) for the
fiscal year ended December 31,
1996).
10.aa Database Access Agreement dated
as of October 31, 1996 between
the Registrant and Fingerhut
Corporation (Incorporated by
reference to Exhibit 10.m to
Metris Companies Inc.'s Annual
Report on Form 10-K (File No. 001-
2351) for the fiscal year ended
December 31, 1996).
10.bb Administrative Services Agreement
dated as of October 31, 1996
between the Registrant and
Fingerhut Companies, Inc.
(Incorporated by reference to
Exhibit 10.n to Metris Companies
Inc.'s Annual Report on Form 10-K
(File No. 001-2351) for the
fiscal year ended December 31,
1996).
10.cc Tax Sharing Agreement dated as of
October 31, 1996 between the
Registrant and Fingerhut
Companies, Inc. (Incorporated by
reference to Exhibit 10.o to
Metris Companies Inc.'s Annual
Report on Form 10-K (File No. 001-
2351) for the fiscal year ended
December 31, 1996).
10.dd Registration Rights Agreement
dated as of October 31, 1996
between the Registrant and
Fingerhut Companies, Inc.
(Incorporated by reference to
Exhibit 10.p to Metris Companies
Inc.'s Annual Report on Form 10-K
(File No. 001-2351) for the
fiscal year ended December 31,
1996).
10.ee Data Sharing Agreement dated as
of October 31, 1996 between
Fingerhut Corporation and Direct
Merchants Credit Card Bank,
National Association
(Incorporated by reference to
Exhibit 10.q to Metris Companies
Inc.'s Annual Report on Form 10-K
(File No. 001-2351) for the
fiscal year ended December 31,
1996).
10.ff Purchase Agreement dated as of
January 12, 1997 between
Fingerhut Receivables, Inc., as
Buyer, and Fingerhut Companies,
Inc., as Seller (Incorporated by
reference to Exhibit 4(f) to
Fingerhut Receivables, Inc.
Registration Statement on Form S-
1 (File No. 333-4559).
Other Exhibits
11 Computation of Earnings per Share
13 Pages 15 to 47 of the 1997 Annual
Report to Shareholders. The 1997
Annual Report shall not be deemed
to be filed with the Commission
except to the extent that information
is specifically incorporated herein
by reference. Exhibit 13 also
includes a financial statement
schedule, and independent
auditors' report thereon, that
was not part of the 1997 Annual
Report.
21 Subsidiaries of the Registrant
23 Consent of KPMG Peat Marwick LLP
27 Financial Data Schedules for fiscal year ended
December 26, 1997; restated for fiscal years ended
December 29, 1995 and December 27, 1996 and the
fiscal quarters ended March 29, 1996, June 28, 1996
and September 27, 1996; and restated for fiscal
quarters ended March 28, 1997, June 27, 1997 and
September 27, 1997.
99 Cautionary Statement Regarding Forward Looking
Statements
______
*Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
Dates Referenced Herein and Documents Incorporated by Reference
This ‘10-K’ Filing | | Date | | Other Filings |
---|
| | |
| | 6/15/04 |
| | 6/15/02 |
| | 8/1/00 |
| | 2/6/00 |
| | 1/1/00 |
| | 2/6/99 |
| | 5/6/98 | | DEF 14A |
Filed on: | | 3/25/98 |
| | 3/24/98 |
| | 3/23/98 |
| | 3/20/98 |
| | 3/18/98 |
| | 3/14/98 |
| | 3/13/98 |
| | 2/27/98 |
| | 1/21/98 |
| | 1/19/98 |
For Period End: | | 12/31/97 |
| | 12/26/97 |
| | 11/20/97 |
| | 10/23/97 |
| | 9/30/97 |
| | 9/27/97 |
| | 9/15/97 |
| | 8/14/97 |
| | 7/17/97 |
| | 6/30/97 |
| | 6/27/97 | | 10-Q |
| | 5/29/97 |
| | 5/8/97 |
| | 4/21/97 |
| | 3/28/97 | | 10-Q |
| | 2/4/97 |
| | 1/12/97 |
| | 1/1/97 |
| | 12/31/96 | | S-4/A |
| | 12/27/96 | | 10-K405 |
| | 10/31/96 |
| | 10/24/96 |
| | 9/27/96 | | 10-Q |
| | 9/16/96 |
| | 9/15/96 |
| | 8/20/96 |
| | 8/14/96 |
| | 6/28/96 | | 10-Q, 10-Q/A |
| | 6/10/96 |
| | 4/23/96 |
| | 3/29/96 | | 10-Q, DEF 14A |
| | 12/29/95 | | 10-K405 |
| | 10/30/95 |
| | 6/30/95 | | 10-Q |
| | 5/26/95 |
| | 12/31/94 |
| | 11/15/94 |
| | 6/17/94 |
| | 3/21/94 |
| | 12/31/93 | | 10-K |
| | 9/24/93 |
| | 8/1/93 |
| | 7/29/93 |
| | 12/25/92 |
| | 6/26/92 |
| | 6/15/92 |
| List all Filings |
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