Notice of Guaranteed Delivery
for
Tender of Common Shares
of
Fingerhut Companies, Inc.
(Not to Be Used for Signature Guarantees)
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Offer (as defined below) if certificates
representing common shares (the "Shares") of Fingerhut Companies, Inc. are not
immediately available or time will not permit all required documents to reach
Norwest Bank Minnesota, N.A. (the "Depositary") on or prior to the Expiration
Date (as defined in the Offer To Purchase), or the procedures for delivery by
book- entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or transmitted by facsimile
transmission or mailed to the Depositary. See Section 3 of the Offer To
Purchase.
The Depositary for the Offer is:
Norwest Bank Minnesota, N.A.
By Mail: By Hand in New York: By Hand/Overnight Courier:
Norwest Bank Minnesota, N.A. The Depositary Trust Company Norwest Bank Minnesota, N.A.
Shareowner Services Transfer Agent Drop Shareowner Services
Reorganization Department 55 Water Street - 1st Floor 161 North Concord Exchange
P.O. Box 64858 New York, New York 10041-0099 South St. Paul, MN 55075
St. Paul, MN 55164-0858
By Facsimile Transmission:
(651) 450-4163
To Confirm Receipt of Notice of Guaranteed Delivery:
(651) 450-4110
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO
A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Bengal Subsidiary Corp., a direct, wholly
owned subsidiary of Federated Department Stores, Inc., on the terms and subject
to the conditions set forth in the Offer To Purchase, dated February 18, 1999
(the "Offer To Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"), receipt of which is hereby acknowledged, the number of Shares
indicated below pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer To Purchase.
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Number of Shares: _________________
Certificate No(s). (if available):
___________________________________
If Share(s) will be tendered by book-entry transfer, check the box.
/ / The Depository Trust Company
Account Number: __________________
Date: ___________________ Area Code and Telephone Number(s): ___________________
Name(s) of Record Holder(s): ___________________________________________________
(PLEASE PRINT)
Signature(s): __________________________________________________________________
Address(es): _________________________________ ________________________________
(ZIP CODE)
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity which is a member at the Securities Transfer
Agents Medallion Program, hereby guarantees to deliver to the Depositary at one
of its addresses set forth above (i) the certificates representing all tendered
Shares, in proper form for transfer, or a Book Entry Confirmation (as defined in
Section 3 of the Offer To Purchase) with respect to such Shares, together with
the properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with all required signature guarantees, or (ii) in
the case of a book-entry transfer of Shares, an Agent's Message (as defined in
Section 2 of the Offer To Purchase), and all other documents required by the
Letter of Transmittal, all within three New York Stock Exchange trading days
after the date hereof. A "NYSE trading day" is any day on which the NYSE is open
for business.
Name of Firm: ------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
Address: ------------------------------------ Name: --------------------------------------
PLEASE TYPE OR PRINT
- -------------------------------------------- Title:
----------------------------------------
ZIP CODE
Area Code and Tel. No.: Dated: , 1999
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NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE DELIVERED ONLY WITH THE LETTER
OF TRANSMITTAL.
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