Document/Exhibit Description Pages Size
1: 10-K Annual Report 26± 118K
4: EX-10 Ex-10.0(Ii) 26± 107K
2: EX-10 Ex-10.A(Ii) 117± 442K
3: EX-10 Ex-10.H 2± 10K
5: EX-11 Statement re: Computation of Earnings Per Share 2± 8K
6: EX-13 Annual or Quarterly Report to Security Holders 31± 134K
7: EX-22 Published Report Regarding Matters Submitted to a 1 5K
Vote of Security Holders
8: EX-23 Consent of Experts or Counsel 1 7K
9: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
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 30, 1994 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. [X]
As of February 28, 1995, 45,762,968 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 $686,451,368 based upon the New York Stock
Exchange closing price on February 27, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Shareholders for the
fiscal year ended December 30, 1994, 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 18,
1995, which will be filed with the Securities and Exchange
Commission within 120 days after December 30, 1994, are
incorporated by reference in Part III.
TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Properties 13
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a
Vote of Security Holders 14
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers
of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial
Owners and Management 16
Item 13. Certain Relationships and Related Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedules 17
and Reports on Form 8-K
Signatures 18
Exhibit Index 20
PART I
Item 1. Business
General
Fingerhut Companies, Inc. (the "Company") is a direct-to-the-
consumer marketing company that sells a broad range of products
and services directly to consumers via catalogs, television and
other media. The Company had 1994 revenues of $1.934 billion.
Its principal subsidiaries are Fingerhut Corporation
("Fingerhut"), Figi's Inc. ("Figi's") and USA Direct Incorporated
("USA Direct"). Fingerhut has been in the direct mail marketing
business for over 45 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 $1.577 billion in 1994. Figi's markets specialty foods and
other gifts, primarily through catalogs, and had net sales of
approximately $70 million in 1994. USA Direct markets products
through direct response television advertisements, typically 30
minutes long. USA Direct's 1994 net sales were $59 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 in September 1993 and sold the
assets of FDC, Inc., a subsidiary of Figi's, effective as of
December 31, 1993. In December 1993, the Company signed a letter
of intent to sell Figi's, but during the fourth quarter of 1994,
the purchaser was unable to complete its financing. As a result,
the Company reversed the impact of the sale. In November 1994,
the Company announced that it would scale back the operations of
USA Direct. In March 1995, USA Direct entered into an alliance
with Guthy-Renker Corporation, under which Guthy-Renker will
manage infomercial production, media placement and market
distribution and USA Direct will provide product development and
sourcing, customer service and fulfillment.
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
Travelers' 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.
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. It is the only large general
merchandise retailer that serves this market exclusively through
catalog direct marketing. The median age of Fingerhut's
customers is slightly 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. 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 seven million established customers, which
account for approximately 80% of Fingerhut's net sales.
Marketing
Marketing activities are divided into three primary programs:
new customer acquisition, a transitional program and existing
customer programs. During 1994, Fingerhut mailed approximately
558 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 catalogs and other multi-product offerings to prospective
customers and adds them to its data base as responses are
received. These programs are intended to identify and target new
customers who will become long-term Fingerhut customers. New
customers account for approximately 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 1994, Fingerhut mailed 154 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.
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
and existing customers and for selecting those customers who will
receive various categories of mailings. Management believes that
Fingerhut's more than 45 years' experience in the mail order
business, its data base containing purchase and payment histories
of more than 30 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 32
monthly payments. In addition, a majority of sales are to
customers who receive a deferred payment option, which extends
the due date of the first payment by approximately four to five
months. 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 1994, Fingerhut offered nearly 15,000
different products. Fingerhut's sales mix by product category
for 1994 is shown in the following table:
Fingerhut Corporation 1994 Product Mix
Percent of
Gross Retail Sales
Electronics 20
Home Textiles 18
Housewares 17
Furniture/Home Accessories 11
Apparel 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.
Fingerhut's general merchandise catalogs feature a wide array
of products; they are updated and published throughout the year,
including a 448-page holiday big book. 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 outdoor living, jewelry, electronics,
domestics/housewares, gifts, juvenile, seniors, home fitness,
home improvement and Spanish-language catalogs.
Financial Services
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. During 1994, the Company tested and
monitored the results of a Fingerhut co-branded MasterCard issued
by a third party bank. In 1994, the Company formed Direct
Merchants Credit Card Bank, N.A. to expand the types of financial
services products that may be offered to its customers. During
1995, Direct Merchants Credit Card Bank, N.A. will offer the
Fingerhut co-branded MasterCard on a rollout basis and will also
offer its own MasterCard to individuals who may not already be
Fingerhut customers. The Bank has a contract with First Data
Resources for credit card processing.
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.
Fingerhut's management information systems provide data
processing capabilities to Fingerhut, Figi's, 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 35% of its
promotional materials. In addition, Fingerhut's eight-color web
printing presses print more than half of its catalog "wraps", the
personalized outside cover used on Fingerhut catalogs.
Substantially all of 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 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. In January 1995, the United States Postal
Service increased its first class, third class and fourth class
postage rates, which will increase the Company's overall postage
rates by approximately 12%. In addition, the cost of paper has
also increased. To reduce the effect of the postal and paper
increases, Fingerhut will begin printing its catalogs on lighter
weight paper, will work to improve the efficiency of its mailings
by reviewing mailing depth and criteria and will also take steps
to reduce its other operating expenses. The Company will adopt
new innovations in mail processing techniques, as appropriate,
and believes that the increasing cost and complexity of the
postal 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. Although most of
Fingerhut's customer orders are received by mail, telephone
ordering has become a more important part of Fingerhut's
business. 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. In 1994, Fingerhut processed
approximately 25 million Fingerhut, USA Direct and Montgomery
Ward Direct orders and approximately 53 million Fingerhut, USA
Direct and Montgomery Ward Direct customer payments.
In 1994, Fingerhut shipped approximately 30 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 express
delivery in selected 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. Fingerhut offers special customer services to the top
segment of its customers and has other programs to monitor
customer satisfaction. Management believes these measures have
resulted in increased effectiveness in handling customer
communications, a higher overall level of customer satisfaction
and improved customer retention.
Figi's Inc.
Figi's is a mail order retailer of specialty food gifts (such
as quality cheeses, smoked meats, candies and baked goods) and
other gifts headquartered in Marshfield, Wisconsin. The Company
acquired Figi's in 1981. Figi's is one of the largest direct
mail food gifts marketers in the United States, with 1994 net
sales of approximately $70 million.
New customers are acquired from sources similar to those used
by Fingerhut, although Figi's customers include both moderate
income consumers attracted by Figi's in-house credit terms and
more affluent customers who use credit cards. Sales using Figi's
interest-free, three payment credit terms constituted
approximately 78% of its net sales in 1994.
Figi's offerings are made predominantly in catalogs mailed
prior to holidays and other gift-giving occasions such as
Christmas, Easter, Valentine's Day and Mother's Day. Figi's
business is highly seasonal, with approximately 82% of its net
sales in the fourth quarter. Like Fingerhut, Figi's seeks to
develop repeat business from customers by offering a
"satisfaction assured" policy. During 1994, Figi's sales mix by
product category was as follows:
Figi's Inc. 1994 Product Mix
Percent of
Gross Retail Sales
Cheese/Meat Selections 48%
Baked Goods 14%
Candy 8%
Nuts/Snack Foods 7%
Non-Food Gifts 7%
Other Food Gifts 16%
===
100%
Figi's uses marketing techniques similar to those developed
by Fingerhut, such as sweepstakes and in-house credit terms, to
improve customer response and expand its customer base. Figi's
also uses mailing list evaluation and segmentation techniques
similar to those used by Fingerhut. In addition, Figi's offers
its customers the opportunity to place orders by telephone and
accepts payment by major credit card.
In December 1993, the Company signed a letter of intent to
sell Figi's, but during the fourth quarter of 1994, the purchaser
was unable to complete its financing. As a result, the Company
reversed the impact of the sale.
USA Direct Incorporated
USA Direct markets specially selected products primarily
through 30-minute direct response television advertisements
commonly known as "infomercials." These advertisements provide
entertaining and informative product demonstrations and often
feature a well known entertainer or other recognized individual.
USA Direct's advertisements are distributed through cable
networks and broadcast television stations. During 1994, these
products included Body by Jake(R) Hip and Thigh Machine(TM), Bissell(R)
Little Green Clean Machine(TM), Denise Austin(TM) Tone-up 1-2-3 and
Body by Jake(R) Ab and Back Plus. USA Direct's sales mix by
product category in 1994 was: 12% health and beauty, 72%
fitness/leisure and 16% housewares. USA Direct's 1994 net sales
were approximately $59 million.
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. 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.
In November 1994, the Company announced that it would scale
back the operations of USA Direct in connection with cancellation
of the startup of S The Shopping Network, a television shopping
channel that was expected to support the operations of USA
Direct. In March 1995, USA Direct entered into an alliance with
Guthy-Renker Corporation, under which Guthy-Renker will manage
infomercial production, media placement and market distribution
and USA Direct will provide product development and sourcing,
customer service and fulfillment.
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 mails its
catalogs primarily to Montgomery Ward credit card holders and
certain outside rented lists and accepts payment through bank
credit cards and the Montgomery Ward credit card. 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, Figi's or USA
Direct.
Montgomery Ward provides, without cost to the partnership,
the use of the Montgomery Ward(R) 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. During 1994, Fingerhut generally was reimbursed by
the partnership for its costs incurred in providing the services
and facilities.
The Company and Montgomery Ward each contributed an initial
$5 million to the partnership's capital and from time to time,
have made short-term working capital loans. At December 30,
1994, the Company's aggregate 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
1994, Montgomery Ward Direct mailed 124 million catalogs
generating net sales of $188 million.
Other Business Activities
The Company derives additional revenues from manufacturing
plastic products, wholesaling excess merchandise and list rental
and package inserts. Taken together, such activities accounted
for less than 3% of the Company's 1994 net sales.
Divested Subsidiaries
Certain assets and liabilities of COMB Corporation, a
subsidiary of the Company, were sold on September 3, 1993. In
addition, the Company sold certain assets and liabilities of FDC,
Inc., a subsidiary of Figi's, effective as of December 31, 1993.
These businesses did not fit into the Company's long-term
strategic direction. In November 1994, the Company cancelled the
launch of S The Shopping Network, its proposed 24-hour cable
television shopping channel.
Competition
The direct marketing industry includes a wide variety of
specialty and general merchandise retailers and is both highly
fragmented and highly competitive. The Company sells its
products to customers in all states of the United States and
competes in the purchase and sale of merchandise with all
retailers. Fingerhut's traditional principal competitor in the
business of direct marketing general merchandise to moderate
income customers is J.C. Penney Company, Inc., which operates a
large number of retail stores in addition to its mail order
businesses and generates substantial catalog sales at its retail
premises in addition to direct mail marketing. In the direct
marketing retail industry, Fingerhut also competes with
television shopping marketers, such as QVC Network, Inc. and Home
Shopping Network, Inc. Fingerhut also competes with retail
department stores, discount department stores and variety stores,
many of which are national chains, for the general merchandise
spending of its customers.
The principal methods of competition within the direct
marketing industry and in the Company's market segments include
purchasing convenience, extension of credit, customer service,
free trial and merchandise value. The Company believes that it
is able to compete on the strength of its marketing strategy
despite strong competitive pressures. Although barriers to
entering the direct marketing business are minimal and many new
companies have entered and may continue to enter the industry in
competition with the Company, a substantial capital investment
would be required to develop customer databases and software
capabilities comparable to those of the Company. The Company
believes that these assets are necessary to compete effectively
in the Company's market niche, where the predictability of
response rates and combined credit and return losses is critical.
Other Information
Seasonality
The Company's business is seasonal. In 1994, approximately
36% of the Company's net sales and approximately 49% of its net
earnings (excluding unusual charges) 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 1994, the Company spent an aggregate of $256 million on
postage (including the cost of parcel shipments that were passed
on to customers) of which 45% was attributable to parcel
shipments, 47% was attributable to the mailing of promotional
materials and 8% 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
(including postage) are not directly passed on to customers, but
are considered in the Company's overall product pricing and
mailing strategies.
In January 1995, the United States Postal Service increased
its first class, third class and fourth class postage rates,
which will increase the Company's overall postage rates by
approximately 12%. In addition, the cost of paper has also
increased. To reduce the effect of the postal increase,
Fingerhut will begin printing its catalogs on lighter weight
paper, will work to improve the efficiency of its mailings by
reviewing mailing depth and criteria and will also take steps to
reduce its other operating expenses. The Company will adopt new
innovations in mail processing techniques, as appropriate.
Vendor Relations
The Company purchases products from approximately 2,500
different suppliers and maintains strong relations with its
vendors. In 1994, the top ten vendors accounted for
approximately 21% of the Company's total merchandise purchases,
with Thomson Consumer Electric Inc. and Springs Industries Inc.
each accounting for approximately 4% of the total merchandise
purchases and Regency Bedspread Corporation and Diversified
Products each accounting for approximately 2% of the total
merchandise purchases.
The Company maintains close relations with overseas
representatives in Hong Kong, Taiwan, Korea, Philippines,
Thailand and Europe. In 1994, approximately 19% of the Company's
merchandise was imported directly from foreign vendors and
approximately an additional 30% was purchased through importers.
Employees
As of December 30, 1994, the Company had approximately 9,000
employees, of whom approximately 3300 were represented by the
Midwest Regional Joint Board or the Tennessee/Kentucky District _
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 satisfactory.
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.
As a nationally chartered credit card bank, Direct Merchants
Credit Card Bank, N.A. is subject to federal and certain state
banking laws and regulations, as well as those relating to
offering and extending credit.
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.
Executive Officers of the Registrant
Name Age Present Office
Theodore Deikel 59 Chairman of the Board,
Chief Executive Officer and
President
Rakesh K. Kaul 43 Vice Chairman and Chief
Operating Officer
Elizabeth A. Bothereau 43 Senior Vice President,
Customer Services,
Corporate and Environmental
Affairs
John K. Ellingboe 44 Senior Vice President,
Business Development,
General Counsel and
Secretary
Glenn L. Habern 50 Senior Vice President,
Chief Information and
Business Process Officer
Richard B. Hoffmann 48 Senior Vice President,
Credit
Andrew V Johnson 39 Senior Vice President,
Marketing
Daniel J. McAthie 44 Senior Vice President, Chief
Financial Officer
James B. Moran 58 Senior Vice President,
Operations and
President, Fingerhut
Fulfillment Services
Richard L. Tate 49 Senior Vice President,
Merchandising
Ronald N. Zebeck 40 President, Fingerhut
Financial Services Corporation
Robert W. Oberrender 35 Vice President, Treasurer
Thomas C. Vogt 48 Corporate Controller
Theodore Deikel has served as Chairman of the Board, Chief
Executive Officer and President since 1989. From 1985 until
rejoining the Company, Mr. Deikel served as Chairman and CEO of
CVN Companies, Inc. ("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
retailing division, which included the Company. In addition, Mr.
Deikel was Chief Executive Officer of Fingerhut from 1975 to
1983.
Rakesh K. Kaul was appointed Chief Operating Officer in March
1995 and has been Vice Chairman since May 1994; he was Executive
Vice President and Chief Administrative Officer from January 1992
to May 1994. 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.
Elizabeth A. Bothereau has been Senior Vice President,
Customer Services, Corporate and Environmental Affairs of the
Company since October 1993. Prior to that time, she held the
positions of Vice President, Consumer and Environmental Affairs
of the Company from January 1991 to October 1993; and Director,
Business Development of Fingerhut from June 1990 to January 1991.
Ms. Bothereau was Senior Vice President, Administration of
MedTrac, a health care cost containment company, from July 1989
to June 1990.
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 and in March 1995 was also given
responsibility for New Ventures. Prior to that time, he was Vice
President, Credit of the Company from November 1989 to October
1993.
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.
Daniel J. McAthie became Senior Vice President, Chief
Financial Officer 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. Mr. McAthie has resigned effective as of
April 1, 1995.
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 distribution 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.
Ronald N. Zebeck was hired as President of Fingerhut Financial
Services Corporation in March 1994 and is also a Senior Vice
President of the Company. 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.
Robert W. Oberrender has been Vice President, Treasurer of the
Company since July 1994. Prior to that time, he was Assistant
Treasurer of the Company from February 1993 to July 1994 and was
Vice President, Corporate Finance & Banking Group of Chemical
Bank for more than five years prior to February 1993.
Thomas C. Vogt has been Corporate Controller since November
1994. Prior to that time, he was Assistant Controller,
Operations of the Company from August 1991 to October 1994 and
was Vice President and Controller of Hanover Direct, Inc. from
April 1989 to July 1991. He held various financial positions at
Fingerhut from October 1973 to March 1989.
Officers of the Company are elected by, and hold office at
the will of, the Board of Directors and do not serve a "term of
office" as such.
Item 2. Properties
The Company's executive and administrative offices and
warehouse and distribution facilities are located in a number of
facilities in Minnesota, Tennessee, Utah and Wisconsin. The
total facilities presently used by the Company's continuing
operations have an aggregate of approximately 4.9 million square
feet, including a 547,000 square foot expansion to its St. Cloud
warehouse and distribution center that became operational in the
fourth quarter of 1994. Of these, Fingerhut owns buildings in
St. Cloud with an aggregate of approximately 1.5 million square
feet, in Alexandria with an aggregate of approximately 53,000
square feet, and in Mora with approximately 160,000 square feet.
Figi's owns buildings in Marshfield, Wisconsin with an aggregate
of approximately 317,000 square feet. Tennessee Distribution,
Inc., a subsidiary of the Company, owns a one million square foot
warehouse and distribution facility near Bristol, Tennessee.
The Company leases the remainder of the facilities it uses,
which consist of office, operations and warehouse space,
including a 188,000 square foot office building in Minnetonka.
The lessor of such facilities has exercised its right to require
the Company to purchase those facilities for approximately $15
million in 1995.
In order to improve efficiency and accommodate future
growth, the Company is constructing a new 185,000 square foot
data and technology center in Plymouth, Minnesota, which is
expected to open in mid-1995. In addition, the Company has begun
constructing a one million square foot warehouse and distribution
center in Spanish Fork, Utah.
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
30, 1994.
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 31 of the Company's
Annual Report to Shareholders for the fiscal year ended December
30, 1994 (the "1994 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 14 of the 1994 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 15 to 18 of the 1994
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
19 to 31 of the 1994 Annual Report are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to
directors is set forth under "Proposal 1: Election of Directors"
in the Company's proxy statement for the annual meeting of
shareholders to be held on May 18, 1995, which will be filed
within 120 days of December 30, 1994 (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.
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 1994 Annual Report as part of
this report at Item 8 hereof:
Independent Auditors' Report dated January 23,
1995.
Consolidated Statements of Earnings for the three
fiscal years ended December 30, 1994.
Consolidated Statements of Financial Position at
December 30, 1994 and December 31, 1993.
Consolidated Statements of Changes in
Stockholders' Equity for the three fiscal years
ended December 30, 1994.
Consolidated Statements of Cash Flows for the
three fiscal years ended December 30, 1994.
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 1994 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 30, 1994 is
included in this Form 10-K:
Independent Auditors' Report on consolidated
financial statement schedule dated January 23,
1995.
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 20 of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 29th day of March, 1995.
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 29, 1995
officer and director: Chief Executive Officer
and President
/s/ Theodore Deikel
Theodore Deikel
Principal financial officer: Senior Vice President, March 29, 1995
Chief Financial Officer
/s/ Daniel J. McAthie
Daniel J. McAthie
Principal accounting officer:Corporate Controller March 29, 1995
/s/ Thomas C. Vogt
Thomas C. Vogt
Directors:
/s/ Wendell R. Anderson Director March 29, 1995
Wendell R. Anderson
/s/ Edwin C. Gage Director March 29, 1995
Edwin C. Gage
/s/ Stanley S. Hubbard Director March 29, 1995
Stanley S. Hubbard
/s/ Rakesh K. Kaul Director March 29, 1995
Rakesh K. Kaul
/s/ Richard M. Kovacevich Director March 29, 1995
Richard M. Kovacevich
/s/ Dudley C. Mecum Director March 29, 1995
Dudley C. Mecum
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
Articles of Incorporation and Bylaws
3.a Amended and Restated Articles of Incorporation of
the Registrant (restated in electronic format as
amended to July 29, 1993)(Incorporated by reference
to Exhibit 3.a to Registrant's Annual Report on
Form 10-K (File No. 1-8668) for the fiscal year
ended December 31, 1993).
3.b Bylaws of the Registrant (restated in electronic
format as amended to July 29, 1993)(Incorporated by reference
to Exhibit 3.b to Registrant's Annual Report on
Form 10-K (File No. 1-8668) for the fiscal year
ended December 31, 1993).
Material Contracts
10.a Pooling and Servicing Agreement dated as of June 29, 1994
among Fingerhut Receivables, Inc., as Transferor, Fingerhut
Corporation, as Servicer, and The Bank of New York (Delaware),
as Trustee (Incorporated by reference to Exhibit 10.b to
Registrant's Quarterly Report on Form 10-Q (File No. 1-8668)
for the fiscal quarter ended July 1, 1994).
(i) Series 1994-1 Supplement dated as of June 29, 1994
(Incorporated by reference to Exhibit 10.b(i) to
Registrant's Quarterly Report on Form 10-Q (File No. 1-8668)
for the fiscal quarter ended July 1, 1994).
(ii)Series 1994-2 Supplement dated as of November 15, 1994.
10.b Purchase Agreement dated as of June 29, 1994 between
Fingerhut Receivables, Inc., as Buyer, and
Fingerhut Corporation, as Seller (Incorporated by
reference to Exhibit 10.a. to Registrant's
Quarterly Report on Form 10-Q (File No. 1-8668) for
the fiscal quarter ended July 1, 1994).
10.c 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 (Incorporated by reference to Exhibit 10.e
to Registrant's Annual Report on Form 10-K (File
No. 1-8668) for the fiscal year ended December 31, 1993).
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* Executive Tax Planning/Preparation and Financial
Planning Policy.
10.i Intentionally left blank.
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 (Incorporated
by reference to Exhibit 10.k to Registrant's Annual Report
on Form 10-K (File No. 1-8668) for the fiscal year ended
December 31, 1993).
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 (Incorporated by reference to Exhibit 10.m to
Registrant's Annual Report on Form 10-K (File No. 1-8668)
for the fiscal year ended December 31, 1993).
10.n Amended and Restated Revolving Credit and Letter of
Credit Facility dated as of October 17, 1994, 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., as Co-Agent (Incorporated
by reference to Exhibit 10.n to Registrant's Quarterly
Report on Form 10-Q (File No. 1-8668) for
the fiscal quarter ended September 30, 1994).
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).
(ii) Second Amendment Agreement dated as of June 17, 1994.
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).
(ii) Second Amendment Agreement dated as of June 17, 1994.
This document is being omitted from filing pursuant to
Instruction 2 to Item 601 of Regulation S-K.
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).
(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).
(ii) Second Amendment Agreement dated as of June 17, 1994. This
document is being omitted from filing pursuant to
Instruction 2 to Item 601 of Regulation S-K.
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.
(i) First Amendment Agreement dated as of June 17, 1994. This
document is being omitted from filing pursuant to
Instruction 2 to Item 601 of Regulation S-K.
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).
(i) First Amendment Agreement dated as of June 17, 1994.
This document is being omitted from filing
pursuant to Instruction 2 to Item 601 of Regulation S-K.
Other Exhibits
11 Computation of Earnings per Share
13 Pages 14 to 31 of the 1994 Annual Report to Shareholders.
The 1994 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 1994 Annual Report.
22 Subsidiaries of the Registrant
23 Consent of KPMG Peat Marwick LLP
27 Financial Data Schedules
______
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form
10-K.
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 6/15/04 |
| | 6/15/02 |
| | 8/1/00 |
| | 12/30/97 |
| | 2/2/97 |
| | 8/15/96 |
| | 6/30/96 |
| | 2/1/96 |
| | 5/18/95 | | DEF 14A |
| | 4/1/95 |
| Filed on: | | 3/30/95 | | DEF 14A |
| | 3/29/95 |
| | 2/28/95 |
| | 2/27/95 |
| | 1/23/95 |
| For Period End: | | 12/30/94 |
| | 11/15/94 |
| | 10/17/94 |
| | 9/30/94 | | 10-Q |
| | 7/1/94 | | 10-Q |
| | 6/29/94 |
| | 6/17/94 |
| | 12/31/93 | | 10-K |
| | 9/24/93 |
| | 9/3/93 |
| | 8/1/93 |
| | 7/29/93 |
| | 12/25/92 |
| | 6/26/92 |
| | 6/15/92 |
| | 3/20/92 |
| | 3/1/92 |
| | 1/15/92 |
| List all Filings |
↑Top
Filing Submission 0000740126-95-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 10:00:41.1am ET 