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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
February 1,2002

333-45599 and 333-45611
Commission file numbers

FINGERHUT MASTER TRUST

Fingerhut Receivables, Inc., as Transferor

(Exact name of registrant as specified in its charter)

 

Delaware
(State of Incorporation)

41-1396490
(I.R.S. Employer Identification No.)

4400 Baker Road, Suite F-470, Minnetonka, Minnesota 55343

(Address of principal executive offices)

 

(952) 936-5035

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

The Registrant has no voting stock or class of common stock outstanding as of the date of this report.

 

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   

 
 

TABLE OF CONTENTS

 

Page

PART I

 

Item 1.

Business

3

     

Item 2.

Properties

3

     

Item 3.

Legal Proceedings

3

     

Item 4.

Submission of Matters to a Vote of Security Holders

3

     

PART II

   
     

Item 5.

Market for Registrant's Common Equity and Related Stockholder Matters


3

     

Item 6.

Selected Financial Data

3

     

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


4

     

Item 8.

Financial Statements and Supplementary Data

4

     

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


4

     

PART III

   
     

Item 10.

Directors and Executive Officers of the Registrant

4

     

Item 11.

Executive Compensation

4

     

Item 12.

Security Ownership of Certain Beneficial Owners and Management


4

     

Item 13.

Certain Relationships and Related Transactions

4

     

PART IV

   
     

Item 14.

Exhibits, Financial Statement Schedules and Reports on Form 8-K

4

     

Signatures

 

5

     
 

PART I

 

Item 1. Business

 

     The Fingerhut Master Trust (the "Trust" or the "Registrant") was originated by Fingerhut Receivables, Inc. (the "Transferor"), as Transferor under the Amended and Restated Pooling and Servicing Agreement dated as of March 18, 1998 (the "P&S Agreement"), and amended to date by and among the Transferor, Axsys National Bank (formerly known as Fingerhut National Bank), as servicer (the "Servicer") and Bank of New York (Delaware), as trustee. The Series 1998-1 Supplement and the Series 1998-2 Supplement both dated as of April 28, 1998 to the P&S Agreement provided for the issuance of the Fixed Rate Accounts Receivable Certificates, Series 1998-1 and Series 1998-2 (the "Certificates"). The Certificates represented interests in the Trust only and did not represent interests in or obligations of Fingerhut Receivables, Inc., Axsys National Bank, Fingerhut Corporation or any affiliate thereof.

 

Item 2. Properties

 

     The Trust's assets are a pool of revolving consumer accounts receivable originated by Axsys National Bank and cash deposits in Trust bank accounts.

 

Item 3. Legal Proceedings

 

     None.

 

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

 

     Not applicable.

 
 

PART II

 

Item 5. Market for the Registrant's Common Equity and Related
Stockholders Matters

 

     Not applicable.

 

Item 6. Selected Financial Data

 

     Not applicable.

 

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

 

     Not applicable.

 

Item 8. Financial Statements and Supplementary Data

 

     Not applicable.

 

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

 

     Not applicable.

 
 

PART III

 

Item 10. Directors and Executive Officers of the Registrant

 

     Not applicable.

 

Item 11. Executive Compensation

 

     Not applicable.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management

 

     None.

 

Item 13. Certain Relationships and Related Transactions

 

     Not applicable.

 
 

PART IV

 

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

 

(a)

1.

Annual Servicer's Certificate dated May 1, 2002.

2.

Supplementary Fingerhut Master Trust Data.

(b)

Each month the Company files a Current Report on Form 8-K which includes, as an exhibit, a copy of the settlement statement relating to the preceding monthly period required under the P&S Agreement to be delivered to the Trustee.

(c)

Not applicable.

(d)

Not applicable.

 

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 this 1st day of May, 2002.

 

FINGERHUT MASTER TRUST

(Registrant)

By: /s/ Nils Ytterbo

Nils Ytterbo

Chief Financial Officer

Fingerhut Receivables, Inc., as Transferor

INDEX TO EXHIBITS

Exhibit Number

Description of Exhibit

Sequential Page Number

20(a)

Annual Servicer's Certificate

20(b)

Supplementary Master Trust Data