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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
MARCH 18, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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FEDERATED DEPARTMENT STORES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-13536 133324058
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NUMBER)
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7 WEST SEVENTH STREET, CINCINNATI, OHIO 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(513) 579-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 18, 1999, Bengal Subsidiary Corp. ("Purchaser"), a wholly
owned subsidiary of Federated Department Stores, Inc. (the "Company"), acquired
96.3% of the outstanding common shares of Fingerhut Companies, Inc.
("Fingerhut") pursuant to a tender offer (the "Offer").
The Offer was made pursuant to an Agreement and Plan of Merger, dated
as of February 10, 1999 (the "Merger Agreement"), among the Company, Purchaser
and Fingerhut, a copy of which is filed as Exhibit 2.1 hereto. The Merger
Agreement provides for, among other things, the merger of Purchaser with and
into Fingerhut (the "Merger") on the terms and subject to the conditions set
forth therein. Upon the consummation of the Merger, Fingerhut will become a
wholly owned subsidiary of the Company. The Company expects the
Merger to be consummated on March 22, 1999.
The total purchase price for Fingerhut is $1.7 billion, including
$297.0 million of outstanding Fingerhut indebtedness. The purchase price was
determined through arm's-length negotiations between representatives of the
Company and representatives of Fingerhut.
The Company will fund the purchase price for Fingerhut through a
combination of cash on hand, the issuance of commercial paper and borrowings
under its existing credit facilities. The Company expects to refinance a
portion of such borrowings through the issuance of long-term debt securities.
Fingerhut is a database marketing company that sells a broad range of
products and services directly to consumers via catalogs, direct marketing and
the Internet. Fingerhut's tangible assets include merchandise inventories,
buildings, machinery and equipment and furniture and fixtures. The Company
presently intends, in general, to continue using such assets in the conduct of
Fingerhut's business.
ITEM 5. OTHER EVENTS
On March 2, 1999, the Company issued a press release, a copy of which
is filed as Exhibit 99.1 hereto, announcing unaudited results of operations
data for the 13 and 52 weeks ended January 30, 1999.
Audited consolidated financial statements of Fingerhut Companies, Inc.
as of and for the three-year period ended December 25, 1998 are filed as Exhibit
99.2 hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 10, 1999,
among Federated Department Stores, Inc., Bengal Subsidiary
Corp. and Fingerhut Companies, Inc. (Incorporated by reference
to Exhibit (c)(1) of the Schedule 14D-1 (File No. 5-41336),
filed by Federated and Bengal on February 18, 1999)
99.1 Press release of the Company issued on March 2, 1999
99.2 Consolidated Financial Statements of Fingerhut Companies,
Inc., as of December 25, 1998 and December 26, 1997 and for
each of the fiscal years in the 3 year period ended December
25, 1998.
99.3 Consent of KPMG Peat Marwick LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEDERATED DEPARTMENT STORES, INC.
Dated: March 18, 1999
By: /s/ DENNIS J. BRODERICK
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Name: Dennis J. Broderick
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of February 10, 1999,
among Federated Department Stores, Inc., Bengal Subsidiary
Corp. and Fingerhut Companies, Inc. (Incorporated by reference
to Exhibit (c)(1) of the Schedule 14D-1 (File No. 5-41336),
filed by Federated and Bengal on February 18, 1999)
99.1 Press release of the Company issued on March 2, 1999
99.2 Consolidated Financial Statements of Fingerhut Companies,
Inc., as of December 25, 1998 and December 26, 1997 and for
each of the fiscal years in the 3 year period ended December
25, 1998.
99.3 Consent of KPMG Peat Marwick LLP