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As filed with the Securities and Exchange Commission on February 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
___________________________________
THE METZLER GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 8742 36-4094854
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code No.)
520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015 (847) 945-0001
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(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
ROBERT P. MAHER
President and Chief Executive Officer
The Metzler Group, Inc.
520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015 (847) 945-0001
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
___________________________________
Copies to:
DOUGLAS R. NEWKIRK ROBERT WALL
Sachnoff & Weaver, Ltd. Winston & Strawn
30 S. Wacker Drive, 29th Floor 35 W. Wacker Drive, Suite 4200
Chicago, Illinois 60606-7484 Chicago, Illinois 60601
(312) 207-1000 (312) 558-5600
___________________________________
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] 333-40489
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.
___________________________________
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share(2) Price(2) Registration Fee
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Common Stock, $.001 par value............ 947,500 shares $39.25 $37,189,375 $10,971
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(1) Includes 47,500 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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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 the
Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-40489)
relating to the offering of up to 4,715,000 shares of common stock of the
Company filed on February 12, 1998.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $10,971 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on February 25, 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 February 25, 1998.
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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 Chicago, Illinois on February 24, 1998.
THE METZLER GROUP, INC.
By: /s/ ROBERT P. MAHER
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Robert P. Maher
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on this 24th day of February, 1998.
Signature Title
*
_____________________________ Director, Chairman of the Board, President
Robert P. Maher and Chief Executive Officer
(Principal Executive Officer)
* Chief Financial Officer
______________________________
James F. Hillman (Principal Financial and Accounting Officer)
* Director
_______________________________
Gerald R. Lanz
* Director
_______________________________
James T. Ruprecht
____________________________ Director
Peter B. Pond
Director
_______________________________
Mitchell H. Saranow
*By: /s/ CHARLES A. DEMIRIJIAN
____________________
Charles A. Demirjian
Attorney-in Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand
23.3 Consent of Sachnoff & Weaver, Ltd. (contained in its opinion filed
as Exhibit 5.1 hereto).
24.1* Powers of Attorney
* Incorporated by reference from Exhibit 24.1 to the Company's Registration
Statement on Form S-3 (File No. 333-40489)
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Exhibit 5.1
[LETTERHEAD]
February 24, 1998
The Metzler Group, Inc.
30 S. Wacker Drive, 29th Floor
Chicago, Illinois 60606-7484
Dear 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 "Act"), with the Securities and Exchange Commission (the
"Commission"), relating to the sale of up to 947,500 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
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Sachnoff & Weaver, Ltd.
SACHNOFF & WEAVER, LTD.
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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 6, 1997
relating to the consolidated balance sheets of The Metzler Group, Inc. and
subsidiary as of December 31, 1996 and 1995, 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, 1996, which report appears in
the December 31, 1996, annual report on Form 10-K of The Metzler Group, Inc.
We consent to the use of our report dated November 14, 1997 relating to the
consolidated balance sheets of The Metzler Group, Inc. and subsidiaries as of
December 31, 1996 and 1995, 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, 1996 (as restated to reflect certain
acquisitions accounted for under the pooling-of-interests method of accounting),
incorporation by reference herein 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 accountants.
KPMG Peat Marwick LLP
Chicago, Illinois
February 24, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 (to be filed on or about February 24, 1998) of our report dated July
31, 1997, except for Notes 2, 6 and 10 for which the date is October 10, 1997,
on our audit of the consolidated balance sheet as of December 31, 1996 and the
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended of Resource Management International, Inc. and Subsidiaries,
which report is included on Form 8-K/A (filing for The Metzler Group, Inc.), as
amended, dated October 21, 1997; and the incorporation by reference of our
report dated February 29, 1996, on our audits of the consolidated balance sheets
as of December 31, 1995 and 1994, and consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended of Resource
Management International, Inc. and Subsidiaries. We also consent to the
reference to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Sacramento, California
February 24, 1998
