<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE METZLER GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<CAPTION>
<S> <C> <C>
DELAWARE 8742 36-4094854
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
615 NORTH WABASH, CHICAGO, ILLINOIS 60611, (312) 573-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES A. DEMIRJIAN
VICE PRESIDENT AND GENERAL COUNSEL
THE METZLER GROUP, INC.
615 NORTH WABASH, CHICAGO, ILLINOIS 60611, (312) 573-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
WILLIAM E. DORAN, ESQ. ROBERT F. WALL, ESQ.
SACHNOFF & WEAVER, LTD. R. CABELL MORRIS, JR., ESQ.
30 SOUTH WACKER DR., 29TH FLOOR WINSTON & STRAWN
CHICAGO, ILLINOIS 60606 35 WEST WACKER DR., SUITE 4200
TELEPHONE: (312) 207-1000 CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 558-5600
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-66725
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 862,500 shares $39.75 $34,284,375 $9,531
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(1) Includes 112,500 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457, solely for the purposes of computing the
registration fee.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by The Metzler Group, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"). This
Registration Statement hereby incorporates by reference the contents of
Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-66725)
relating to the offering of up to 4,887,500 shares of common stock of the
Company filed on November 17, 1998.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $9,531 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on November 19, 1998); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on November 19, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on the 18th day of
November, 1998.
The Metzler Group, Inc.
/s/ Robert P. Maher
By: _________________________________
Robert P. Maher
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, November 18, 1998
____________________________________ President, Chief Executive
Robert P. Maher Officer and Director
(Principal Executive
Officer)
* Chief Financial Officer November 18, 1998
____________________________________ (Principal Financial
James F. Hillman Officer)
* Director November 18, 1998
____________________________________
Barry S. Cain
* Director November 18, 1998
____________________________________
James T. Ruprecht
* Director November 18, 1998
____________________________________
Peter B. Pond
* Director November 18, 1998
____________________________________
Mitchell H. Saranow
* Director November 18, 1998
____________________________________
James R. Thompson
</TABLE>
*/s/ Charles A. Demirjian
_______________________________
Charles A. Demirjian, attorney in fact
II-4
<PAGE>
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<C> <S> <C>
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Crowe, Chizek and Company LLP
Consent of Sachnoff & Weaver, Ltd. (contained in its opinion
23.4 filed as Exhibit 5.1 hereto)
24.1* Powers of Attorney
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*Incorporated by reference from the Signature Page to the Company's
Registration Statement on Form S-3 (File No. 333-66725)
<PAGE>
Exhibit 5.1
SACHNOFF & WEAVER, LTD.
30 South Wacker Drive, 29th Floor
Chicago, Illinois 60606
November 18, 1998
The Metzler Group, Inc.
615 N. Wabash Avenue
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel to The Metzler Group, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement"), filed by the Company under the Securities Act of
1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission"), relating to the sale of up to 862,500 shares (the
"Shares") of the Company's Common Stock, par value $.001 per share. We have
examined the Registration Statement and such other documents and have made such
further investigations as we have deemed necessary to enable us to express the
opinion hereinafter set forth. In addition, we have reviewed such other
documents and have made such further investigations as we have deemed necessary
to enable us to express the opinion hereinafter set forth.
We hereby advise you that in our opinion, the Shares have been duly
authorized by the Company and, upon payment and delivery in accordance with the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in the Prospectus incorporated by reference into the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission
thereunder.
Very truly yours
/s/ Sachnoff & Weaver, Ltd.
SACHNOFF & WEAVER, LTD.
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
The Metzler Group, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of The Metzler Group, Inc. of our report dated February 11, 1998,
except for Note 14, as to which the date was March 5, 1998, relating to the
consolidated balance sheets of The Metzler Group, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the December
31, 1997 annual report on Form 10-K of The Metzler Group, Inc. The report of
KPMG Peat Marwick LLP is based partially upon the reports of other auditors.
We consent to the incorporation by reference in the registration statement on
Form S-3 of our report dated November 2, 1998, relating to the consolidated
balance sheets of The Metzler Group, Inc. and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997 (as restated to reflect certain acquisitions
accounted for under the pooling-of-interests method of accounting), which report
appears in the November 6, 1998 report on Form 8-K/A of The Metzler Group, Inc.
and to the reference to our firm under the heading "Experts" in the prospectus.
The report of KPMG Peat Marwick LLP is based partially upon the reports of other
auditors.
/s/ KPMG Peat Marwick
Chicago, Illinois
November 18, 1998
<PAGE>
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
San Francisco, California
November 18, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting part
of the registration statement on Form S-3 of our report dated March 17, 1998 on
our audit of the December 31, 1997 consolidated financial statements of Peterson
Consulting L.L.C. We also consent to the reference to our firm under the heading
"Experts" in such Prospectus.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
November 18, 1998
