SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-12351
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K Form 20-F X Form 10-Q
Form N-SAR
For Period Ended: September 30, 1998
Transition Report on Form 10-K Transition Report on Form 10-Q
Transition Report on Form 20-F Transition Report on Form N-SAR
Transition Report on Form 11-K
For the Transition Period Ended: __________________________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to
imply that the Commission has verified any information
contained herein.
If the notification relates to a portion of
the filing checked above, identify the item(s) to which
the notification
relates:_______________________________________________
____________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Metris Companies Inc.
Former name if applicable
____________________________________________________________
Address of principal executive office (Street and number)
600 South Highway 169, Suite 1800
City, state and zip code St. Louis Park, Minnesota 55426
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual
X report, transition report on Form 10-K, 20-
F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar
day following the prescribed due date; or
the subject quarterly report or transition
report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day
following the prescribed due date;
(c) The accountant's statement or other
exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III
NARRATIVE
The Company filed its quarterly report on Form 10-
Q for the quarter ended September 30, 1998 (the "10Q") after
the Company's filing deadline of Monday, November 16th and
therefore received a filing date and time of 9:44 a.m. on
Tuesday, November 17th. As disclosed in the 10Q, the
Company and certain affiliates of the Thomas H. Lee Group
(the "Lee Group") reached agreement on a complex investment
by the Lee Group in the Company on Friday evening,
November 13th. In fact, the text of certain ancillary
agreements was not completed until after 3:00 a.m. on
Saturday, November 14th. The Company's senior management,
including staff responsible for the 10Q, were engaged in
week-long negotiations with representatives of the Lee
Group.
Because of the impact of the $300 million
transaction with the Lee Group on the Company, the agreement
reached late Friday evening needed to be summarized in the
10Q. Despite the Company's diligent efforts throughout the
day Saturday and Sunday to complete this summary on a timely
basis, the 10Q, including the discussion of the Lee Group
investment and its impact on the Company's financial
position, was not completed until late afternoon on Monday,
November 16th. Subsequent efforts to revise the EDGAR
filing and attach lengthy exhibits caused the 10Q to file
after the 5:30 p.m. EST deadline on November 16th.
Pursuant to Rule 12b-25(b) the Company represents
that it could not file the 10Q on a timely basis without
unreasonable effort and that the 10Q was filed prior to the
fifth calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Z. Jill Barclift (612) 525-5090
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during
the preceding 11 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the anser is no, identify report(s).
X Yes No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof?
Yes X No
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of
the results cannot be made.
Metris Companies Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date November 17, 1998 By /s/ Z. Jill Barclift
Z. Jill Barclift, Vice President,
General Counsel
