---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the Fiscal Year Ended: February 1, 2003

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the transition period
from                                to

Commission file numbers 333-45599 and 333-45611

---

FINGERHUT MASTER TRUST
FINGERHUT RECEIVABLES, INC.(Originator of the Fingerhut Master Trust) (Exact name of registrant as specified in its charter)

|Delaware(State or Other Jurisdiction of
Incorporation or Organization)                                 |  | 88-0352714(IRS Employer
Identification Number)
|------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|101 Convention Center Drive Suite 850-17A
Las Vegas, Nv. 89109(Address of principal executive offices)
|(702) 9495514Registrant'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

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 (or for such reports), and (2) has been subject to such filing requirements for the last
90 days: Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any amendment to this
Form 10-K o Not applicable

Indicate
by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the
Act). Yes ý    No o

State
the the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

Registrant
does not have any voting stock.

Registrant
has not been involved in any bankruptcy proceedings during the preceding five years.

Registrant
is not reporting as a corporate issuer.

No
documents have been incorporated by reference into this Form 10-K.

---

---

---

Table of Contents

|Part I   |  |                                                                                       |  |  
|-------- |  | ------------------------------------------------------------------------------------- |  | -
|Item 1.  |  | Business                                                                              |  | 1
|Item 2.  |  | Properties                                                                            |  | 1
|Item 3.  |  | Legal Proceedings                                                                     |  | 1
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 1
|Part II  |  |                                                                                      
|Item 5.  |  | Market for the Registrant's Common Stock and Related Shareholder Matters              |  | 1
|Item 6.  |  | Selected Financial Data                                                               |  | 1
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 1
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 2
|Item 8.  |  | Financial Statements and Supplementary Data                                           |  | 2
|Item 9.  |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  |  | 2
|Part III |  |                                                                                      
|Item 10. |  | Directors and Executive Officers of the Registrant                                    |  | 2
|Item 11. |  | Executive Compensation                                                                |  | 2
|Item 12. |  | Security Ownership of Beneficial Owners and Management                                |  | 2
|Item 13. |  | Relationships and Related Transactions                                                |  | 2
|Item 14. |  | Controls and Procedures                                                               |  | 2
|Item 15. |  | Principal Accountant Fees and Services                                                |  | 2
|Part IV  |  |                                                                                      
|Item 16. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 2

---



Part I

Item 1.    Business

The Fingerhut Master Trust (the "Trust") 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 "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"). Pursuant to an Assumption Agreement dated as of July 7, 2002, by and among Axsys National Bank, FMT Services, Inc. and the Trustee,
FMT Services, Inc. assumed all of the Servicer's rights and obligations arising under the P&S Agreement. On July 12, 2002, a wholly owned subsidiary of CompuCredit Corporation closed a
transaction with Fingerhut Companies, Inc. and its parent Federated Department Stores, Inc. to purchase, among other things, all of the capital stock of the Transferor and of FMT
Services, Inc. The Certificates represent interests in the Trust only and do not represent interests in or obligations of Fingerhut Receivables, Inc., Axsys National Bank, CompuCredit
Corporation or any affiliate thereof. The Series 1998-1 Certificates were fully paid on February 15, 2002.

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 Registrant's Common Equity and Related Stockholders Matters

To the best knowledge of the registrant, there is no established public trading market for the Certificates.



Item 6.    Selected Financial Data

Not applicable.

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

Not applicable.

1

---

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

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

Not applicable.

Item 13.    Certain Relationships and Related Transactions

Not applicable.

Item 14.    Controls and Procedures

Not applicable.

Item 15.    Principal Accountant Fees and Services

Not applicable

Part IV

Item 16.    Exhibits, Financial Statement Schedules, and Reports of Form 8-K



Exhibit Number

Description10.15

Description of Exhibit G to the Amended and Restated Pooling and Servicing Agreement99.1

Annual Servicer's Certificate dated May 14, 2003.99.2

Annual Independent Accountants Report dated May 14, 2003.99.3

Supplementary Fingerhut Master Trust Data.






2

---





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 16th day of May, 2003.

| |  | FINGERHUT RECEIVABLES, INC.(Registrant)
| |  | ---------------------------------------
| |  | By:                                    

3

---

CERTIFICATIONI, Richard R. House, Jr., certify that:

|Date:  May 16, 2003 |  |                                                                                   
|------------------- |  | ----------------------------------------------------------------------------------
|                    |  | /s/RICHARD R. HOUSE, JR.Richard R. House, Jr. PresidentFingerhut Receivables, Inc.

SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No
annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders during the period covered by this Annual Report on Form 10-K,
and the registrant does not intend to furnish such materials to certificateholders subsequent to the filing of this report.

---

INDEX TO EXHIBITS

|Exhibit Number |  | Description                                                                         
|-------------- |  | ------------------------------------------------------------------------------------
|10.15          |  | Description of Exhibit G to the Amended and Restated Pooling and Servicing Agreement
|99.1           |  | Annual Servicer's Certificate dated March 14, 2003.                                 
|99.2           |  | Annual Independent Accountants Report dated May 14, 2003.                           
|99.3           |  | Supplementary Fingerhut Master Trust Data.                                          

---

QuickLinks