Fingerhut Companies Inc – ‘SC 13D/A’ on 10/13/98 re: Deikel Theodore

As of:  Tuesday, 10/13/98   ·   Accession #:  950157-98-375   ·   File #:  5-54699   ·   Correction:  This Filing was Deleted by the SEC on 10/28/98. ®

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                        5     21K 
 2: EX-99.1     Pledge Agreement                                       7     15K 

SC 13D/A   —   Amendment No. 2
Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

SCHEDULE 13D/A  

Under the Securities Exchange Act of 1934     

(Amendment No. 2)*    

FINGERHUT COMPANIES, INC.     
(Name of Issuer)    

Common Stock, par value $.01 per share    
(Title of Class of Securities)    

317867-10-1     
(CUSIP Number)    

Theodore Deikel     
4400 Baker Road, Minnetonka, MN 55343     
612-932-3100    
(Name, Address and Telephone Number of Person     
Authorized to Receive Notices and Communications)     

September 3, 1998     
(Date of Event which Requires Filing of this Statement)     

If the filing person has previously filed a statement of Schedule 13G to        
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check      
the following box [ ].                                                          

NOTE: Schedules filed in paper format shall include a signed original and       
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for      
other parties to whom copies are to be sent.                                    

*The remainder of this cover page shall be filled out for a reporting           
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities            
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of         
that section of the Act but shall be subject to all other provisions of the     
Act (however, see the Notes).                                                   

SC 13D/A
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Schedule 13D/A  

CUSIP No. 317867-10-1                                                           

1.       NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             
Theodore Deikel                                               

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) [ ]             
                                               (b) [ ]

3.       SEC USE ONLY                                                           

4.       SOURCE OF FUNDS*                                                       
OO                                                            

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED               
PURSUANT TO ITEMS 2(d) OR 2(e)                         [ ]    

6.       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
U.S.A.                                                        

    7)     SOLE VOTING POWER
NUMBER                           3,282,194                    
OF                   8)     SHARED VOTING POWER               
SHARES                            -0-                         
BENEFICIALLY         9)     SOLE DISPOSITIVE POWER            
OWNED BY                          203,211                     
EACH                 10)    SHARED DISPOSITIVE POWER          
REPORTING                         -0-                         
PERSON                                                        
WITH                                                          

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        
3,282,194     

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
CERTAIN SHARES*                              [X]              

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
6.5%                      

14.      TYPE OF REPORTING PERSON*                                              
IN                                                            

SC 13D/A
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Item 1.  Security and Issuer.                                                   

    This statement relates to shares of Common Stock, par value $.01
per share (the "Common Stock"), of Fingerhut Companies, Inc. (the               
"Company"). The address of the principal executive office of the Company is     
4400 Baker Road, Minnetonka, MN 55343.                                          

Item 2.  Identity and Background.                                               

(a) Name: Theodore Deikel                                   

(b) Business Address:                                       

4400 Baker Road                                     
Minnetonka, MN  55343                               

(c) Present principal employment:                           

Chairman and Chief Executive Officer                
Fingerhut Companies, Inc.                           
4400 Baker Road                                     
Minnetonka, MN  55343                               

(d) None.                                                   

(e) None.                                                   

(f) Citizenship: USA.                                       

Item 3.  Source and Amount of Funds or Other Consideration.                     

   The acquisition of additional shares which required this filing
was accomplished by means of option exercises which are more fully              
described in Item 5(c). Payment of the exercise prices was financed in part     
by a margin loan made by Smith Barney Inc. as detailed in Item 6. In            
addition, Mr. Deikel tendered, and the Company withheld, shares of Common       
Stock to cover a portion of the exercise price and taxes, as detailed in        
Item 5(c).                                                                      

Item 4.  Purpose of Transaction.                                                

The shares were purchased for investment.                   

Item 5.  Interest in Securities of the Issuer.                                  

(a) Mr. Deikel beneficially owns 3,282,194 shares of the    
Company's Common Stock. This constitutes 6.54% of the 50,154,164 shares of      
the Company's Common Stock outstanding. In addition, 6,191 shares of Common     
Stock are owned by Mr. Deikel's son. Mr. Deikel disclaims beneficial            
ownership of these shares. If, however, these shares were added to his          
beneficial holdings, Mr. Deikel would beneficially own a total of 3,288,385     
shares, which would constitute 6.56% of the total number of outstanding         
shares of the Company's Common Stock. 3,078,983 of the shares beneficially      
owned by Mr. Deikel are pledged as security for a margin loan, as more          
fully described in Item 6 hereof.                                               

SC 13D/A
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  (b) Mr. Deikel has the sole power to direct the vote of all of
his shares of the Company's Common Stock. Mr. Deikel's dispositive power        
over the shares is subject to the pledge of certain shares as described         
in Item 6.                                                                      

     (c) The following transactions were effected by Mr. Deikel during
the past sixty days:                                                            

1.   On September 1, 1998, Mr. Deikel exercised options for 3,000,000           
shares with an exercise price of $5.455 per share. The market price of
Common Stock on September 1, 1998 was $24.25. The exercise price was  
paid in cash. In addition, 847,519 shares were withheld by the Company
to cover taxes.                                                       

2.   On September 3, 1998, Mr. Deikel exercised options for a total of          
1,481,534 shares with exercise prices as set forth in the table below.
The market price of Common Stock on September 3, 1998 was $27.50. Mr. 
Deikel conveyed to the Company 609,499 shares of Common Stock to cover
the exercise price. In addition, 317,857 shares of Common Stock were  
withheld by the Company to cover taxes.                               

Number of Shares                Exercise Price                  

620,820                         $5.455                          
773,382                         $15.00                          
87,332                          $20.3125                        

3.   On September 3, 1998, the Company repurchased from Mr. Deikel 528,331      
shares.                                                               

4.   On July 21, 1998, Mr. Deikel made a charitable contribution consisting     
of 10,000 shares of Common Stock.                                     

(d) Not Applicable.                                         

(e) Not applicable.                                         

Item 6. Contracts, Arrangements, Understandings or Relationships With           
Respect to Securities of the Issuer.                                            

 Mr. Deikel has Stock Option Agreements with the Company dated
as of June 16, 1995, February 14, 1996 and August 20, 1997, and an              
Option Exercise Agreement dated as of December 24, 1992. Mr. Deikel also        
is party to a Pledge Agreement dated as of September 1, 1998 (the               
"Pledge Agreement") with Smith Barney Inc., pursuant to which 3,078,983         
of Mr. Deikel's shares of Common Stock are pledged as collateral against        
a margin loan which was incurred to finance the share acquisitions              
described in Item 5(c). Note that, while Section 3 of the Pledge                
Agreement contemplates a pledge of 3,127,750 shares of Common Stock, the        
parties thereto have subsequently agreed based on revised calculations          
that only 3,078,983 shares are subject to the pledge.                           

Item 7. Material to be Filed as Exhibits.                                       

A copy of the Pledge Agreement is attached hereto as Exhibit
99.1.                                                                           

SC 13D/A
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SIGNATURE     

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,     
complete and correct.                                                           

October 13, 1998                                                                

/s/ Theodore Deikel 
          ------------------------------
Theodore Deikel     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Deleted on:		10/28/98
Filed on:		10/13/98		5					SC 13D/A
		9/3/98		1		4
		9/1/98		4					8-K/A
		7/21/98		4
		8/20/97		4
		2/14/96		4					SC 13G/A
		6/16/95		4
		12/24/92		4
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