Fingerhut Companies Inc – ‘10-K’ for 12/31/93

As of:  Thursday, 3/31/94   ·   For:  12/31/93   ·   Accession #:  740126-94-2   ·   File #:  1-08668

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         21    121K 
 2: EX-3        Ex-3(A) Articles of Incorporation                     12±    48K 
 3: EX-3        Ex-3(B) Bylaws                                        24±    58K 
 4: EX-10       Ex-10.E Incentive Plan                                 6±    20K 
 5: EX-10       Ex-10.K Bonus Plan                                     5±    23K 
 6: EX-10       Ex-10.M Directors Plan                                 6±    26K 
 7: EX-11       Statement re: Computation of Earnings Per Share        2±     9K 
 8: EX-13       Annual or Quarterly Report to Security Holders        32±   131K 
 9: EX-22       EX-22 Subsidiaries                                     1      5K 
10: EX-23       EX-23 Consent of Auditors                              1      7K 

10-K   —   Annual Report
Document Table of Contents

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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 31, 1993               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 28, 1994, 46,255,948 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 $1,269,791,862 based upon the New York                   
Stock Exchange closing price on February 28, 1994.                              

DOCUMENTS INCORPORATED BY REFERENCE                                             

Certain portions of the Annual Report to Shareholders for the                   
fiscal year ended December 31, 1993, 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 12,                 
1994, which will be filed with the Securities and Exchange                      
Commission within 120 days after December 31, 1993, are                         
incorporated by reference in Part III.                                          

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TABLE OF CONTENTS                                                               

PART I                                                                          
                          Page

Item 1.  Business                                     3                         

Item 2.  Properties                                  13                         

Item 3.  Legal Proceedings                           13                         

Item 4.  Submission of Matters to a                                             
Vote of Security Holders                    13                

PART II                                                                         

Item 5.  Market for Registrant's Common                                         
Equity and Related Stockholder Matters      14                

Item 6.  Selected Financial Data                     14                         

Item 7   Management's Discussion and                                            
Analysis of Financial                                         
Condition and Results of Operations         14                

Item 8.  Financial Statements and                                               
Supplementary Data                          14                

Item 9.  Changes in and Disagreements                                           
with Accountants on Accounting and                            
Financial Disclosure                        14                

PART III                                                                        

Item 10. Directors and Executive Officers                                       
of the Registrant                           15                

Item 11. Executive Compensation                      15                         

Item 12. Security Ownership of                                                  
Certain Beneficial                                            
Owners and Management                       15                

Item 13. Certain Relationships and                                              
Related Transactions                        15                

PART IV                                                                         

Item 14. Exhibits, Financial Statement Schedules                                
and Reports on Form 8-K                     16                

Signatures                                           18                         

Exhibit Index                                        20                         

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PART I                                                                          

Item 1.  Business                                                               

General                                                                         

Fingerhut Companies, Inc. (the "Company") is a multi-media              
direct marketing company that sells a broad range of products and               
services directly to consumers via catalogs, television and other               
media.  The Company had 1993 revenues of $l.808 billion.  Its                   
principal subsidiaries are Fingerhut Corporation ("Fingerhut")                  
and USA Direct Incorporated ("USA Direct").  Fingerhut has been                 
in the direct mail marketing business for over 40 years and sells               
general merchandise using catalogs and other direct marketing                   
solicitations.  Fingerhut's merchandise includes a broad mix of                 
quality brand name and private label products, many of which are                
specially manufactured or packaged to appeal to its customers.                  
Fingerhut's net sales were $1.414 billion in 1993.  USA Direct                  
markets products through program-length (typically 30 minutes)                  
direct response television advertisements.  USA Direct's 1993 net               
sales were $70 million.  The Company, through subsidiaries,                     
operates a joint venture with Montgomery Ward & Co.,                            
Incorporated.  The joint venture does business as "Montgomery                   
Ward Direct" and sells general merchandise using specialty                      
catalogs.  The Company accounts for its investment in Montgomery                
Ward Direct using the equity method of accounting.                              

During 1993, the Company sold certain subsidiaries that did             
not fit into its long-term strategic direction.  The Company sold               
the assets of COMB Corporation ("COMB") in September 1993 and                   
sold the assets of FDC, Inc. ("FDC"), a subsidiary of Figi's Inc.               
("Figi's"), effective as of December 31, 1993.  In addition, the                
Company has signed a letter of intent to sell Figi's and                        
anticipates finalizing this transaction in early 1994.  The                     
effects of these transactions were recorded in 1993 and did not                 
have a material impact on earnings.  COMB, Figi's and FDC had                   
aggregate net sales of $147 million in 1993.                                    

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 The Travelers Inc. ("Travelers")               
in 1979.  The Company was incorporated in 1978 in connection with               
Traveler's acquisition of Fingerhut.  In May 1990, the Company                  
became a publicly held company upon completion of a public                      
offering of a portion of the common stock held by Travelers                     
(which at that time held substantially all of the Company's                     
common stock).  Travelers reduced its ownership to zero through                 
subsequent public offerings and sales in 1991, 1992 and 1993,                   
including the Company's December 1992 repurchase of 3.0 million                 
shares of its common stock from a wholly owned subsidiary of                    
Travelers.                                                                      

Unless the context otherwise indicates, references to the               
Company refer to Fingerhut Companies, Inc. and its subsidiaries.                

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.  The median age of Fingerhut's                    
customers is slightly lower than the national average and young                 
families are a significant portion of its customer base.                        
Fingerhut offers extended payment terms on all purchases under                  
fixed term, fixed payment installment contracts and makes                       
substantially all of its sales on credit utilizing its own                      
closed-end credit.  It is the only large general merchandise                    
retailer that serves this market exclusively through direct                     
marketing.  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 has an active customer                   
base of approximately 6.6 million repeat customers.  Repeat                     
customers account for approximately 80% of Fingerhut's net sales.               

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Marketing                                                                       

Marketing activities are divided into three primary programs:           
new customer acquisition, a transitional program and existing                   
customer programs.  During 1993, Fingerhut mailed approximately                 
476 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,                          
advertisements in magazines and newspapers, television, catalog                 
requests and other direct marketing solicitations.  Fingerhut                   
mails product offerings to prospective customers and adds them to               
its data base as responses are received.  Over the past two                     
years, Fingerhut's new customer acquisition programs have                       
increased the use of catalogs and other multi-product offerings                 
and emphasized more variety and higher priced products.  These                  
programs are intended to identify and target new customers who                  
will become long-term Fingerhut customers.  New customers account               
for approximately 20% 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 type of product and by type of                      
promotional media.  Fingerhut also continuously tests various                   
media, products, offerings and incentives and analyzes the                      
results in order to maximize the effectiveness of its customer                  
acquisition efforts.                                                            

After first-time buyers commence payments on their initial              
purchases, they are placed into a transitional program.  The                    
amount of time a first-time buyer 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 1993, Fingerhut mailed 128 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 currently has four outbound phone                
centers from which calls are made to its customers ("outbound                   
telemarketing").  Approximately 7% of Fingerhut's 1993 revenues                 
were generated by outbound telemarketing.                                       

Management believes that 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 customer return rates for each                    
segment of its customer list.  Fingerhut promotes customer                      
satisfaction and loyalty by extending credit; by using a number                 
of marketing devices, including targeted promotions, deferred                   
payments, 30-day free home trials, a "satisfaction assured"                     
policy, free gifts, merchandise giveaways, and personalized                     
mailings; and by offering attractive brand name and private label               
merchandise.                                                                    

Fingerhut is a leader in the development and use of                     
information-based marketing concepts and management believes that               
Fingerhut's extensive data base and proprietary data base                       
segmentation software afford it a significant competitive                       
advantage within its market niche.  The data base contains names,               
addresses, behavioral characteristics, general demographic                      
information, information provided by the customer and information               
on the sources of the customers' initial responses.  The data                   
base is continually updated as new information is obtained.                     

Credit Management                                                               

Fingerhut generally does not require its customers to provide           
traditional credit information in order to approve purchases on                 
credit.  Instead of using traditional credit applications,                      
Fingerhut has developed sophisticated and highly automated                      
proprietary techniques for evaluating the creditworthiness of new               

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and existing customers and for selecting those customers who will               
receive various categories of mailings.  Management believes that               
Fingerhut's more than 40 years' experience in the mail order                    
business, its data base containing purchase and payment histories               
of more than 25 million people and its significant investment in                
computer technology and proprietary analytical models give                      
Fingerhut 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 profitability.  Consequently, Fingerhut's planned                    
credit losses typically are higher than other direct mail and                   
retail companies.                                                               

Once a customer places an order, Fingerhut employs                      
proprietary techniques designed to identify customers whose                     
orders can be automatically shipped, customers from whom                        
additional information, including credit applications, must be                  
obtained and reviewed and customers to whom credit is declined.                 
After purchases are shipped, customer payments are continuously                 
monitored to identify credit problems as early as possible.                     
Fingerhut has a flexible policy of working with certain                         
delinquent customers, including adjusting their payment                         
schedules, which Fingerhut believes reduces default rates and                   
maintains customer loyalty.                                                     

Substantially all of Fingerhut's sales are made utilizing its           
own closed-end credit program, which uses fixed term, fixed                     
payment installment plans.  Monthly payments are made by                        
customers and processed by Fingerhut through the use of coupons                 
contained in payment books delivered with each order shipment.                  
Payment terms to existing customers generally range from 4 to 24                
monthly payments, with payment terms of up to 36 payments for                   
selected merchandise.  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 months.                 
Many customers pay their accounts in full before the end of the                 
scheduled payment term.                                                         

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 1993, Fingerhut offered over 15,000                       
different products.  Fingerhut's sales mix by product category                  
for 1993 is shown in the following table:                                       

Fingerhut Corporation Product Mix                                               

                1993
                  Percent of Sales

Electronics                            20                   
Housewares                             18                   
Home Textiles                          18                   
Apparel                                10                   
Furniture/Home Accessories              9                   
Jewelry                                 8                   
Leisure                                 8                   
Tools/Automotive/Lawn & Garden          6                   
Financial Service Products and Other    3                   
                    100%

Fingerhut selects merchandise to be offered to its customers            
by evaluating historical product and category demand and                        
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.                                   

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Fingerhut's general merchandise catalogs are updated and                
published throughout the year and feature a wide array of                       
products.  Specialty catalogs mailed to targeted portions of                    
Fingerhut's customer list permit Fingerhut to expand the product                
selection and intensify the growth opportunities for certain                    
product categories.  These specialty catalogs include spring and                
fall gift, outdoor living, jewelry, electronics,                                
domestics/housewares, apparel, unique gift merchandise, juvenile                
furnishings and toys, products for seniors, outerwear, linens and               
a new handyman catalog.                                                         

Fingerhut also offers its customers various financial service           
products, including credit insurance for life, property and                     
disability, extended property insurance, accidental death,                      
hospital income, whole life, and term life insurance.                           
Additionally, merchandise service contracts are sold to customers               
that extend a manufacturer's warranty on labor and parts.                       
Additional programs are being tested and, if successful, will be                
expanded in the near future.                                                    

Management Information Systems                                                  

Fingerhut pioneered 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.  Management believes that these               
operations, combined with Fingerhut's  extensive data base and                  
advanced information systems, have been key factors in its growth               
and profitability.                                                              

In 1993, the Company announced the development of a new                 
consumer database marketing system called Profile 2000.  The                    
Company believes that Profile 2000, which will use client/server                
technology, will offer greater speed, flexibility and efficiency.               
The system is expected to be on-line by the end of 1995, assuming               
satisfactory completion of the initial test phase.  In addition,                
the Company is developing a new on-line credit granting system                  
called Frontier 2000.                                                           

Fingerhut's management information systems provide data                 
processing capabilities to Fingerhut, USA Direct and Montgomery                 
Ward Direct and support all areas of the Company, including                     
marketing, credit, order fulfillment, 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.                                                             

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 Company's in-house photo studio and                  
Fingerhut prepares color separations for approximately 40% of                   
its promotional materials.  In addition, Fingerhut has two eight                
color web printing presses for in-house printing of approximately               
half of its catalog "wraps", the personalized outside cover used on             
Fingerhut catalogs.  Substantially all of the Company'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.                                                         

The Company substantially reduces mailing costs by                      
effectively using discounts offered by the United States Postal                 
Service ("USPS") from the basic postal rates.  For example,                     
Fingerhut sorts mailings by zip code to the carrier route level                 
and also prints the "zip plus four" barcode to obtain optimum                   
postal discounts, resulting in savings not always available to                  
smaller direct mail companies.  The Company will adopt new                      
innovations in mail processing techniques, as appropriate, and                  
believes that the increasing cost and complexity of the postal                  

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rate structure will strengthen the long-term competitive position               
of larger, more sophisticated mail order firms such as Fingerhut.               

Order Processing and Fulfillment                                                

Fingerhut provides order processing and fulfillment services            
for USA Direct and Montgomery Ward Direct.  Most of Fingerhut's                 
customer orders are received by mail, while the majority of USA                 
Direct's and Montgomery Ward Direct's customers place their                     
orders by telephone.  Fingerhut also offers its customers the                   
option to place orders by telephone in selected promotions.  The                
Company has two phone centers dedicated to handling incoming                    
telephone orders from Fingerhut and Montgomery Ward Direct                      
customers.  USA Direct uses outside "800" number services to                    
handle its incoming telephone orders.  In 1993, Fingerhut                       
processed approximately 24 million Fingerhut, USA Direct and                    
Montgomery Ward Direct orders and approximately 50 million                      
Fingerhut and USA Direct customer payments.                                     

In 1993, Fingerhut shipped approximately 28 million                     
Fingerhut, USA Direct and Montgomery Ward Direct 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 USPS or the United Parcel Service systems for delivery to the               
customer.  In addition, Fingerhut offers optional Federal                       
Expressr delivery in certain of its promotions.                                 

Customer Service                                                                

Management has continued its strong emphasis on customer                
service and retention.  In 1993, the Company implemented phase                  
one of a new Customer Contact System.  For inbound callers, the                 
system consolidates data from several databases into one format                 
that puts more information on the telephone representative's                    
screen, facilitating faster order taking and better customer                    
service.  Management expects that these changes will result in                  
increased effectiveness in handling customer communications, a                  
higher overall level of customer satisfaction and improved                      
customer retention.                                                             

USA Direct Incorporated                                                         

USA Direct markets specially selected products through 30-              
minute direct response television advertisements commonly known                 
as "infomercials."  These advertisements provide entertaining and               
informative product demonstrations of specially selected products               
and often feature a well known entertainer or other recognized                  
individual.  USA Direct's advertisements are distributed through                
cable networks and broadcast television stations.                               

USA Direct promotes payment by major credit card and also               
offers its customers the option to pay for their purchases by                   
credit card installment billing ranging from three to ten                       
installments.  USA Direct features a 30-day refund policy on all                
of its products.  Products featured in USA Direct's television                  
advertisements are later included in Fingerhut's and Montgomery                 
Ward Direct's catalogs and identified "As seen on TV."  In                      
addition, USA Direct may receive royalties on successful products               
later sold in non-affiliated retail stores.                                     

During 1993, USA Direct marketed 19 different products                  
through direct response television advertisements, generating                   
approximately 800,000 orders.  These products included, among                   
others, the Susan Powter's Stop the Insanity, the Pump-N-Seal,                  
the Bissellr Little Green Clean Machine and the Body By Jaker                   
Firm Flex.  USA Direct's sales mix by product category in 1993                  
was:  45% health and beauty, 40% fitness and 15% housewares.  USA               
Direct's net sales were approximately $70 million in 1993.                      

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Montgomery Ward Direct                                                          

The Company has a joint venture limited partnership with                
Montgomery Ward & Co., Incorporated ("Montgomery Ward").  The                   
partnership is structured as a Delaware limited partnership in                  
which the Company and Montgomery Ward, through subsidiaries, each               
have a 50% interest and conducts business under the name                        
"Montgomery Ward Direct".                                                       

Montgomery Ward Direct is a specialty catalog business                  
targeted to a demographic market with annual income generally                   
exceeding the national average household income and using credit                
policies and marketing techniques that differ from those of                     
Fingerhut.  Montgomery Ward Direct mails its catalogs primarily                 
to Montgomery Ward credit card holders and accepts payment                      
through bank and Montgomery Ward credit cards.  Receivables                     
generated by sales made through the Montgomery Ward credit card                 
are sold through Montgomery Ward to Montgomery Ward Credit                      
Corporation in accordance with a previously existing agreement                  
between Montgomery Ward and Montgomery Ward Credit Corporation.                 

Montgomery Ward and the Company have agreed that the                    
partnership will be, subject to certain exceptions, the exclusive               
vehicle for each to conduct the business of the partnership.                    
During such time as the Company or one of its subsidiaries is a                 
partner and for a period of up to three years thereafter                        
(depending on the circumstance), the Company's direct mail                      
marketing activities will be limited, with certain exceptions, to               
the extent that they would compete with the partnership.  The                   
business conducted by the partnership is not expected to                        
materially affect the businesses of Fingerhut or USA Direct.                    

Montgomery Ward provides, without cost to the partnership,              
the use of the Montgomery Wardr tradename, certain information                  
related to its active credit card account holders and has agreed                
to provide similar information with respect to future Montgomery                
Ward credit card account holders.  Fingerhut provides certain                   
customer names and certain creative, buying, order processing,                  
customer service, computer services and warehousing services and                
facilities.  Fingerhut generally is reimbursed by the partnership               
only for its incremental costs incurred in providing the services               
and facilities.  The Company and Montgomery Ward have each agreed               
to indemnify the other party and the partnership against any loss               
or damage arising out of violations by such party of its                        
agreements with respect to the provision of such tradename,                     
information, services and facilities, as the case may be.                       

The partnership may be terminated by either Fingerhut or                
Montgomery Ward upon five years' notice, which may not be given                 
prior to the tenth anniversary of the partnership.  Montgomery                  
Ward and the Company have certain rights to acquire the interest                
of the other in the partnership in the event of a default by the                
other party or a transaction in which either Montgomery Ward or                 
the Company acquires, is acquired by or becomes an affiliate of,                
certain competing companies.  In such event, the obligations of                 
Fingerhut and Montgomery Ward to provide services and customer                  
account lists (and, in the case of Montgomery Ward, the trade                   
name "Montgomery Ward") will terminate following certain                        
transition periods varying from one year to five years, depending               
on the circumstances.                                                           

The Company and Montgomery Ward each contributed an initial             
$5 million to the partnership's capital.  Each also has                         
obligations to provide a maximum additional $5 million in 1994.                 
From time to time, the Company and Montgomery Ward have made                    
short-term working capital loans to Montgomery Ward Direct.  At                 
December 31, 1993, the Company's aggregate cash investment in                   
Montgomery Ward Direct was $5 million.  The Company accounts for                
Montgomery Ward Direct using the equity method of accounting;                   
accordingly, 50% of Montgomery Ward Direct's profits or losses                  
are recorded in administrative expenses included in                             
"Administrative and selling expenses" in the Company's                          
Consolidated Statements of Earnings contained in the Company's                  
consolidated financial statements.                                              

In 1993, Montgomery Ward Direct mailed 94 million catalogs to           
an active customer list of 1.3 million people.  Its 1993 net                    
sales were $116 million.  As described above, these sales are not               
included in the Company's net sales.                                            

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Other Business Activities                                                       

The Company derives additional revenues from manufacturing              
plastic products and wholesaling excess merchandise.  Taken                     
together, such activities accounted for less than 1% of the                     
Company's 1993 net sales.                                                       

Divested Subsidiaries                                                           

Certain assets and liabilities of COMB Corporation ("COMB"),            
a subsidiary of the Company, were sold on September 3, 1993.  In                
addition, the Company sold certain assets and liabilities of FDC,               
Inc. ("FDC"), a subsidiary of Figi's Inc. ("Figi's"), effective                 
as of December 31, 1993 and has signed a letter of intent to sell               
substantially all the remaining assets and liabilities of Figi's.               
The Company anticipates finalizing this transaction in early                    
1994.  These businesses did not fit into the Company's long-term                
strategic direction.  COMB, Figi's, and FDC had net sales of $147               
million in 1993.  The effects of these transactions were recorded               
in 1993 and did not have a material impact on earnings.                         

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                 
general merchandise direct marketing business 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.  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.               

Other Information                                                               

Seasonality                                                                     

The Company's business is seasonal.  In 1993, approximately             
35% of the Company's net sales and approximately 54% 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.                                         

Costs of Mailing                                                                

In 1993, the Company spent an aggregate of $236 million on              
postage (including the cost of parcel shipments that were passed                
on to customers) of which 46% was attributable to parcel                        
shipments, 45% was attributable to the mailing of promotional                   
materials and 9% was attributable to various correspondence with                
customers.  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                

>page>10                                                                        

(including postage) are not directly passed on to customers, but                
are considered in the Company's overall product pricing and                     
mailing strategies.                                                             

Vendor Relations                                                                

The Company purchases products from approximately 2,500                 
different suppliers and maintains strong relations with its                     
vendors.  In 1993, the top ten vendors accounted for                            
approximately 22% of the Company's total merchandise purchases,                 
with Thomson Consumer Electric Inc., Springs Industries Inc. and                
Regency Bedspread Corporation each accounting for approximately                 
3% of the total merchandise purchases.                                          

The Company maintains close relations with overseas                     
representatives in Hong Kong, Taiwan, Korea, Philippines,                       
Thailand and Europe.  In 1993, approximately 19% of the Company's               
merchandise was imported directly from foreign vendors and                      
approximately 27% was purchased through importers.                              

Employees                                                                       

As of December 31, 1993, the Company had approximately 8,500            
employees, of whom approximately 2,600 were represented by the                  
Northern District Joint Board or the Southern Regional Joint                    
Board of the Amalgamated Clothing and Textile Workers Union.  The               
Company's principal collective bargaining agreements expire on                  
February 1, 1996 and February 2, 1997.  The Company considers its               
relations with its employees and the union to be good.                          

Trademarks and Tradenames                                                       

The Company has registered and continues 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 its                
various trademarks and service marks to be readily identifiable                 
with, and valuable to its business.                                             

Governmental Matters                                                            

The Company's business is subject to regulation by a variety            
of state and federal laws and regulations related to, among other               
things, advertising, time payment pricing, offering and extending               
of credit, charging and collecting state sales and 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 actions has had a                   
material adverse effect upon the Company.  In addition, the                     
operations of Fingerhut have been subject to certain federal and                
state consent decrees, the most recent dating back to 1978.                     
These decrees regulate the manner in which products and gifts may               
be described by the Company and specific aspects of credit,                     
advertising and merchandise substitution policies.  The Company                 
does not consider the existence of these decrees to be a                        
significant impediment to its profitability or operations.                      

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.                                                     

Fingerhut relies on the Minnesota "time-price" doctrine in              
establishing and collecting installment payments 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 are in compliance with applicable state                    
requirements.  Any change of law that would negatively affect                   
Fingerhut's pricing policies could have an adverse effect on the                
Company's profitability.                                                        

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In November 1989, the Attorney General of the State of                  
Vermont instituted an action against Fingerhut in Vermont                       
Superior Court asserting that the finance charge rates charged by               
Fingerhut in connection with Fingerhut's sales of products to                   
residents of that state exceed the rate permitted under Vermont                 
law.  During 1993, the court granted the Company's motion for                   
summary judgment and dismissed the action.                                      

Executive Officers of the Registrant                                            

Name                     Age         Present Office                             

Theodore Deikel          58          Chairman of the Board,                     
                 Chief Executive Officer
       and President

Rakesh K. Kaul           42          Executive Vice President                   
                  and Chief Administrative
 Officer

Gregory D. Lerman        48          Executive Vice President,                  
       Merchandising

Elizabeth A. Bothereau   42          Senior Vice President,                     
                 Consumer, Corporate and
               Environmental Affairs

William J. Colucci       51          Senior Vice President,                     
         Human Resources

John K. Ellingboe        43          Senior Vice President,                     
                   New Business Development,
             General Counsel and
   Secretary

Glenn L. Habern          49          Senior Vice President and                  
                   Chief Information Officer

Richard B. Hoffmann      47          Senior Vice President,                     
Credit

Andrew V Johnson         38          Senior Vice President,                     
   Marketing

Arthur Kapplow, Jr.      46          Senior Vice President,                     
       Merchandising

Daniel J. McAthie        43          Senior Vice President,                     
                 Chief Financial Officer
       and Treasurer

Richard L. Tate          48          Senior Vice President,                     
       Merchandising

Michael N. Albrecht      38          Vice President,                            
              Corporate Controller
                and Investor Relations

Ronald N. Zebeck         39          President, Fingerhut                       
            Financial Services
     Corporation

Theodore Deikel has been 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. ("CVN"), 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) and Chairman of American Can Company's specialty                  

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retailing division, which included the Company, The Musicland                   
Group, Inc. and Pickwick Distribution Companies.  In addition,                  
Mr. Deikel was Chief Executive Officer of Fingerhut from 1975 to                
1983.                                                                           

Rakesh K. Kaul has been Executive Vice President and Chief              
Administrative Officer since January 1992.  Prior to joining the                
Company, Mr. Kaul held several positions at Shaklee Corporation,                
a direct marketing company: he was Chief Financial and Strategy                 
Officer from 1990 to April 1991 and Senior Vice President,                      
Corporate Development and Planning from 1989 to 1990.                           

Gregory D. Lerman has been Executive Vice President,                    
Merchandising since 1989.  From 1983 until joining the Company,                 
Mr. Lerman was Senior Vice President, Merchandising and                         
Television at CVN.                                                              

Elizabeth A. Bothereau has been Senior Vice President,                    
Consumer, Corporate and Environmental Affairs of the Company                    
since October 1993.  Prior to that time, she was Vice President,                
Consumer and Environmental Affairs of the Company from January                  
1991 to October 1993; Director, Business Development of Fingerhut               
from June 1990 to January 1991; Senior Vice President,                          
Administration of MedTrac, a health care cost containment                       
company, from July 1989 to June 1990; and Vice President,                       
Marketing of IAC/American Group Benefit Services, a third party                 
benefits administration company, in 1988-89.                                    

William J. Colucci was hired as Senior Vice President, Human              
Resources of the Company in November 1993.  For more than five                  
years before joining the Company, Mr. Colucci was the Vice                      
President of Personnel for IBM U.S.A., and most recently the                    
President of Workforce Solutions, an IBM Company providing human                
resource services and programs.                                                 

John K. Ellingboe has been Senior Vice President, Business              
Development, since October 1993, General Counsel of the Company                 
since June 1990 and Secretary of the Company since April 1990.                  
Prior to that time he was a shareholder of Briggs and Morgan,                   
Professional Association, a law firm, from 1987 to April 1990.                  

Glenn L. Habern has been Senior Vice President and Chief                
Information Officer of the Company since April 1991.  Mr. Habern                
was a Partner and was Director of Retail Systems Consulting of                  
Ernst & Young, independent accountants, from 1987 to April 1991.                

Richard B. Hoffmann has been Senior Vice President, Credit of               
the Company since October 1993.  Prior to that time, he was Vice                
President, Credit of the Company from November 1989 to October                  
1993 and was Vice President, Credit of CVN prior to joining the                 
Company.                                                                        

Andrew V Johnson has been Senior Vice President, Marketing of             
the Company since January 1993.  Prior to that time, he was Vice                
President, Marketing of the Company from November 1989 to January               
1993 and held various marketing positions at Fingerhut prior to                 
1989.                                                                           

Arthur Kapplow, Jr. became Senior Vice President,                         
Merchandising of the Company in March 1994 after joining the                    
Company as Vice President, Merchandising, Jewelry in October                    
1992.  Prior to that time, he was Corporate Merchandising                       
Manager, Jewelry, Accessories, Cosmetics of J. C. Penney Co.                    

Daniel J. McAthie became Senior Vice President, Chief                   
Financial Officer and Treasurer of the Company in January 1994.                 
Prior to that time he was Vice President and Treasurer of the                   
Company from June 1990 to December 1993 and Vice President and                  
Treasurer of CVN from 1987 to 1990.                                             

James B. Moran has been Senior Vice President, Operations               
since January 1992 and was Senior Vice President, Subsidiaries                  
from September 1991 to January 1992.  From 1988 until joining the               
Company, Mr. Moran was President and Chief Executive Officer of                 
Tru-Part Manufacturing, a wholesale distributing company.                       

Richard L. Tate has been Senior Vice President, Merchandising               
of the Company since October 1993.  Prior to that time he was                   
Vice President, Merchandising of the Company from December 1989                 
to October 1993.  He was Vice President, Merchandising of CVN                   
from March to December, 1989.                                                   

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Michael N. Albrecht joined the Company as Vice President,               
Corporate Controller in June 1993 and became Vice President,                    
Corporate Controller and Investor Relations in January 1994.                    
Prior to that time he was Vice President, Controller of Lord &                  
Taylor, a retail department store division of the May Department                
Stores Co. ("May Co."), from May 1989 until joining the Company                 
and held various other positions with May Co. from 1981 to 1989.                

Ronald N. Zebeck was hired as President of Fingerhut                  
Financial Services Corporation in March 1994.  He was Managing                  
Director, GM Card Operations of General Motors Corporation from                 
1991 to 1993 and director of marketing of Advanta Corporation                   
from 1987 to 1991.                                                              

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 and Tennessee.  The total facilities                    
presently used by the Company's continuing operations have an                   
aggregate of approximately 4.2 million square feet.  Of these,                  
Fingerhut owns buildings in St. Cloud with an aggregate of                      
approximately one million square feet, in Alexandria with an                    
aggregate of approximately 51,000 square feet, and in Mora with                 
approximately 160,000 square feet and Tennessee Distribution,                   
Inc., a subsidiary of the Company, owns a one million square foot               
warehouse and distribution facility near Bristol, Tennessee,                    
which was completed in 1992.                                                    

The Company leases the remainder of the facilities it uses,             
which consist of office, operations and warehouse space,                        
including a 194,000 square foot office building in Minnetonka.                  
The Company has both an option to purchase and a right of first                 
refusal on certain office and warehouse facilities and the lessor               
has the right to require the Company to purchase those facilities               
for approximately $15 million in 1994.                                          

In order to meet its 1994 requirements and to accommodate               
future growth, the Company is constructing a 540,000 square foot                
expansion to its St. Cloud distribution center and is also                      
planning to build or acquire one or more additional warehouse and               
distribution facilities in future years.                                        

Item 3.   Legal Proceedings                                                     

The Company is a party to various claims, legal actions,                
sales/use tax 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.                                                                        

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                  
31, 1993.                                                                       

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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 55 of the Company's                
Annual Report to Shareholders for the fiscal year ended December                
31, 1993 (the "1993 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 37 of the 1993 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" on pages 38 to 41 of the 1993               
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                 
42 to 55 of the 1993 Annual Report are incorporated herein by                   
reference.                                                                      

Item 9.   Changes in and Disagreements with Accountants on                      
Accounting and Financial Disclosure                         

None                                                                    

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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 12, 1994, which will be filed                    
within 120 days of December 31, 1993 (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" in the                   
Proxy Statement and is incorporated 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.                                         

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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 1993 Annual Report as part of        
this report at Item 8 hereof:                           

Independent Auditors' Report dated January 28,  
1994 except as to the first paragraph of Note 3 
and the third paragraph of Note 18, which are as
of March 14, 1994.                              

 Consolidated Statements of Earnings for the three
fiscal years ended December 31, 1993.           

Consolidated Statements of Financial Position at
December 31, 1993 and December 25, 1992.        

Consolidated Statements of Changes in           
Stockholders' Equity for the three fiscal years 
ended December 31, 1993.                        

Consolidated Statements of Cash Flows for the   
three fiscal years ended December 31, 1993.     

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 1993 Annual Report is not to     
be deemed filed as part of this Form 10-K.              

2.  Financial Statement Schedule:  The following schedule       
for the three years ended December 31, 1993 is          
included in this Form 10-K:                             

Independent Auditors' Report on consolidated    
financial statement schedule dated January 28,  
1994 except as to the first paragraph of Note 3 
and the third paragraph of Note 18, which are as
of March 14, 1994.                              

  Schedule VIII - 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 19 of this Report.             

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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 30th day of March, 1994.                       

           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  30, 1994            
officer and director:      Chief Executive Officer                              
and President             

/s/  Theodore Deikel                                                            
Theodore Deikel                                                                 

Principal financial                                                             
officer:                  Senior Vice President,     March 30, 1994             
Chief Financial Officer,    
and Treasurer               

/s/  Daniel J. McAthie                                                          
Daniel J. McAthie                                                               

Principal accounting                                                            
officer:                   Vice President,           March 30, 1994             
Corporate Controller and  
Investor Relations        

/s/  Michael N. Albrecht                                                        
Michael N. Albrecht                                                             

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Directors:                                                                      

/s/  Wendell R. Anderson    Director                 March 30, 1994             
Wendell R. Anderson                                                             

/s/  Edwin C. Gage          Director                 March 30, 1994             
Edwin C. Gage                                                                   

/s/  Stanley S. Hubbard     Director                 March 24, 1994             
Stanley S. Hubbard                                                              

/s/  Richard M. Kovacevich  Director                 March 22, 1994             
Richard M. Kovacevich                                                           

/s/  Dudley C. Mecum        Director                March 21, 1994              
Dudley C. Mecum                                                                 

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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).                      

3.b             Bylaws of the Registrant                                        
(restated in electronic format as               
amended to July 29, 1993).                      

Material Contracts                                                              

10.a            Second Amended and Restated                                     
Receivables Transfer Agreement                  
dated as of July 9, 1993 among                  
Fingerhut Corporation, as                       
Transferor, Ciesco, L.P. and                    
Matterhorn Capital Corporation                  
and Enterprise Funding                          
Corporation, as Investors and                   
Citibank, N.A. and Citicorp North               
America, Inc. as Agent (the                     
"Primary Transfer Agreement")                   
(Incorporated by reference to                   
Exhibit 10(a)(iv) to Registrant's               
Quarterly Report on Form 10-Q                   
(File No. 1-8668) for the fiscal                
quarter ended June 25, 1993).                   

10.b            Second Amended and Restated                                     
Receivables Transfer Agreement                  
dated as of July 9, 1993 among                  
Fingerhut Corporation as                        
Transferor and Citibank, N.A. and               
Citicorp North America, Inc. as                 
Agent (the "Secondary Transfer                  
Agreement") (Incorporated by                    
reference to Exhibit l0(b)(iv) to               
Registrant's Quarterly Report on                
Form 10-Q (File No. 1-8668) for                 
the fiscal quarter ended June 25,               
1993).                                          

10              Six Lease and Option                                            
Agreements, each effective                      
January 1, 1990, and each between               
the Registrant and Transport Life               
Insurance Company (Incorporated                 
by reference to Exhibit 10(c) to                
Registrant's Registration                       
Statement on Form S-1 (No.                      
33-33923)).                                     

10.d*           Fingerhut Corporation Profit                                    
Sharing Plan 1989 Revision                      
(Incorporated by reference to                   
Exhibit 10(d) to Registrant's                   
Registration Statement on Form                  
S-1 (No. 33-33923)).                            

10.e*           Fingerhut Companies, Inc. and                                   
Subsidiaries 1994 Key Management                
Incentive Bonus Plan for                        
Designated Corporate Officers.                  

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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)).                                     

10.h*           Agreement among the                                             
Registrant, Primerica Corporation               
and Theodore Deikel dated                       
November 2, 1989 (Incorporated by               
reference to Exhibit 10(i) to                   
Registrant's Registration                       
Statement on Form S-1 (No.                      
33-33923)).                                     

10.i*           Form of Employment Agreement                                    
between the Registrant and                      
certain Executive Vice Presidents               
dated November 22, 1989                         
(Incorporated by reference to                   
Exhibit 10(k) to Registrant's                   
Registration Statement on Form                  
S-1 (No. 33-33923)).                            

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).                                      

10.k*           Fingerhut Companies, Inc. and                                   
Subsidiaries Annual Incentive                   
Bonus Plan for Designated                       
Corporate Officers.                             

10.l*           Fingerhut Companies, Inc.                                       
Performance Enhancement                         
Investment Plan.  (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                  
25, 1992).                                      

10.m*           Fingerhut Companies, Inc.                                       
Directors' Retainer Stock                       
Deferral Plan.                                  

10.n            Amended and Restated                                            
Revolving Credit and Letter of                  
Credit Facility dated as of                     
October 20, 1993, among Fingerhut               
Companies, Inc., the Guarantors                 
party thereto, the Lenders party                
thereto, the Issuing Banks party                
thereto, Chemical Bank as Agent                 
and NationsBank of North Carolina               
N.A. (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 24,                     
1993).                                          

10.o            Form of Purchase Agreement                                      
dated as of January 14, 1991,                   
relating to the sale of                         
$65,000,000 of 9.81% Senior                     
Notes, Series A, due June 30,                   
1996 and $25,000,000 of 10.12%                  
Senior Notes, Series B, due                     
December 30, 1997 (Incorporated                 
by reference to Exhibit 10(o) to                
Registrant's Annual Report on                   
Form 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
28, 1990).                                      

(i) First Amendment Agreement dated as                  
of March 1, 1992.  (Incorporated                
by reference to Exhibit 10(o)(i)                
to Registrant's Annual Report on                
Form 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
27, 1991).                                      

10.p            Purchase Agreement dated as of                                  
February 15, 1991, relating to                  
the sale of $20,000,000 of 9.74%                
Senior Notes, Series C, due                     
August 15, 1996 (Incorporated by                
reference to Exhibit 10(p) to                   
Registrant's Annual Report on                   
Form 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
28, 1990).                                      

(i) First Amendment Agreement dated as                  
of March 1, 1992.  (Incorporated                
by reference to Exhibit 10(p)(i)                
to Registrant's Annual Report on                
Form 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
27, 1991).                                      

10.q            Purchase Agreement dated as of                                  
January 15, 1992, relating to the               
sale of $15,000,000 of 6.96%                    
Senior Notes, Series D, due                     
August 15, 1996.  (Incorporated                 
by reference to Exhibit 10(q) to                
Registrant's Annual Report on                   
Form 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
27, 1991).                                      

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(i) First Amendment Agreement dated as                  
of March 1, 1992.  (Incorporated                
by reference to Exhibit 10(q)(i)                
to registrant's Annual Report on                
From 10-K (File No. 1-8668) for                 
the fiscal year ended December                  
27, 1991).                                      

10.r            Pledge Agreement dated as of                                    
March 20, 1992, securing the                    
Company's obligations under the                 
Credit Agreement and its Senior                 
Notes, Series A, B, C and D.                    
(Incorporated by reference to                   
Exhibit 10(r) to Registrant's                   
Annual Report on Form 10-K (File                
No. 1-8668 for the fiscal year                  
ended December 27, 1991).                       

10.s            Purchase Agreement dated as of                                  
June 15, 1992, relating to the                  
sale of $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.                    

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 1-8668) for the                 
fiscal quarter ending September                 
24, 1993).                                      

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Other Exhibits                                                                  

11              Computation of Earnings per Share                               

13              Pages 37 to 55 of the 1993 Annual                               
Report to Shareholders.  The 1993               
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               
1993 Annual Report.                             

22              Subsidiaries of the Registrant                                  

23              Consent of KPMG Peat Marwick                                    

______                                                                          
*   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

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		6/15/04		20
		6/15/02		20
		8/1/00		20
		12/30/97		19
		2/2/97		9
		8/15/96		19
		6/30/96		19
		2/1/96		9
		5/12/94		1		14			DEF 14A
Filed on:		3/31/94							DEF 14A
		3/30/94		16		17
		3/24/94		17
		3/22/94		17
		3/21/94		17
		3/14/94		15
		2/28/94		1
		1/28/94		15
For Period End:		12/31/93		1		15
		10/20/93		19
		9/24/93		19		20
		9/3/93		9
		8/1/93		20
		7/29/93		18
		7/9/93		18
		6/25/93		18
		12/25/92		15		19
		6/26/92		20
		6/15/92		20
		3/20/92		20
		3/1/92		19		20
		1/15/92		19
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