UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Metris Companies Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
591598 10 7
(CUSIP Number)
Steven M. Peck
Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, MA 02110 (617) 951-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 28, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - THL Equity Advisors IV, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,055,751 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
8,055,751 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,055,751 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14. TYPE OF REPORTING PERSON
OO
- 2 -
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Thomas H. Lee Equity Fund IV, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 7,787,238 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
7,787,238 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,787,238 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
14. TYPE OF REPORTING PERSON
PN
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - THL Foreign Fund IV, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 268,513 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
268,513 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,513 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
14. TYPE OF REPORTING PERSON
PN
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - 1997 Thomas H. Lee Nominee Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
108,861 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 108,861 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,861 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON
OO
- 5 -
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - David V. Harkins
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
25,041 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 25,041 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,041 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON
IN
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - The 1995 Harkins Gift Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
2,793 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,793 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,793 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
OO
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Scott A. Schoen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-8-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - C. Hunter Boll
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-9-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Scott M. Sperling
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-10-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Anthony J. DiNovi
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Thomas M. Hagerty
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
` 20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-12-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Warren C. Smith, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
20,874 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 20,874 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,874 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Seth W. Lawry
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
8,718 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 8,718 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,718 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-14-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Kent R. Weldon
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
5,806 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 5,806 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,806 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-15-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Terrence M. Mullen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
4,631 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,631 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,631 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-16-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Todd M. Abbrecht
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
4,631 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,631 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,631 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-17-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Charles A. Brizius
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
3,466 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,466 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,466 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-18-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Scott Jaeckel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
1,325 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,325 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-19-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Soren Oberg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
1,325 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,325 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
-20-
<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Thomas R. Shepherd
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
2,441 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,441 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,441 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Wendy L. Masler
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
533 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 533 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Andrew D. Flaster
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
533 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 533 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Kristina A. Watts
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
352 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 352 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Robert Schiff Lee 1988 Irrevocable Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
2,099 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,099 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
OO
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Stephen Zachary Lee
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
2,099 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,099 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Charles W. Robins as Custodian for Jesse
Albert Lee
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
1,377 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,377 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,377 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Charles W. Robins
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
533 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 533 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - James Westra
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
533 (See Item 5)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 533 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - THL Investment Management Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,070 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
2,070 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,070 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Thomas H. Lee Charitable Investment L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 46,305 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
46,305 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,305 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14. TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - THL-CCI Investors Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,070 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
2,070 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,070 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14. TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
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<PAGE>
SCHEDULE 13D
CUSIP No. 591598 10 7
1. NAME OF REPORTING PERSON - Thomas H. Lee
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,212,987 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
8,212,987 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,212,987 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.01 par value per share (the "Shares") of Metris Companies Inc.,
a Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 600 South Highway 169, St. Louis Park, Minnesota 55426.
Item 2. Identity and Background.
(a) - (c) and (f)
This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) THL Equity Advisors IV,
LLC, a Massachusetts limited liability company ("Advisors"), (2) Thomas H. Lee
Equity Fund IV, L.P., a Delaware limited partnership ("Equity Fund"), (3) Thomas
H. Lee Foreign Fund IV, L.P., a Delaware limited partnership ("Foreign Fund"),
(4) THL-CCI Limited Partnership, a Massachusetts Limited Partnership
("THL-CCI"), (5) THL Investment Management Corp., a Massachusetts corporation
("Management Corp."), (6) Thomas H. Lee Charitable Investment L.P., a
Massachusetts limited partnership ("Charitable Investment"), (7) Thomas H. Lee,
an individual, and (8) certain parties affiliated with Thomas H. Lee Company, a
Massachusetts sole proprietorship (the "Affiliate Purchasers") (set forth on the
attached Schedule I).
The address of each of the Reporting Persons is c/o Thomas H. Lee Company,
75 State Street, Boston, Massachusetts 02109.
Each of Equity Fund and Foreign Fund is principally engaged in the
business of investment in securities. Advisors is principally engaged in the
business of serving as general partner of both Equity Fund and Foreign Fund.
Equity Trust is principally engaged in the business of serving as general
partner of Advisors. THL-CCI is principally engaged in the business of
investment in securities. Management Corp. is principally engaged in the
business of serving as general partner of THL-CCI. Charitable Investment is
principally engaged in charitable giving supported by investments in securities.
Thomas H. Lee is the general partner of Charitable Investment and the Managing
Member of Advisors and he is principally engaged in the business of investment
in securities.
Attached as Schedule A to this Schedule 13D is information concerning
Management and other persons and entities as to which such information is
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D.
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<PAGE>
(d) and (e)
None of the Reporting Persons or any of their officers or trustees has
been convicted in a criminal proceeding during the past five years (excluding
traffic violations and similar misdemeanors).
None of the Reporting Persons or any of their officers or trustees has
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Securities Purchase Agreement (as defined below in Item
4), the total consideration paid by Equity Fund, Foreign Fund, THL-CCI,
Charitable Investment and the Affiliate Purchasers (collectively, the "THL
Entities") in connection with their purchase of the Shares was $300,000,092.50.
Equity Fund, Foreign Fund, THL-CCI and Charitable Investment obtained
funds to make the purchases described herein through capital contributions from
their partners. The Affiliate Purchasers obtained funds from their personal
accounts to make the purchases described herein.
Item 4. Purpose of Transactions.
The THL Entities entered into the agreements discussed below
(collectively, the "Agreements") to purchase the Shares for general investment
purposes. The THL Entities retain the right to change their investment intent.
Subject to market conditions and other factors, the THL Entities may acquire or
dispose of shares of the Issuer from time to time in future open-market,
privately negotiated or other transactions.
Except as set forth herein, the Reporting Persons do not have any plans
or proposals which would relate to or result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On November 13, 1998, the Issuer and Equity Fund entered into a
Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the
Purchase Agreement, Equity Fund purchased 536,913 shares of the Issuer's Series
B Preferred Stock (the "Series B Shares"), $100,000,000 of Senior Notes to 2006
(the "Notes") and warrants to purchase 3,750,000 shares of Common Stock (the
"Warrants"). Pursuant to an Assignment and Assumption Agreement and Amendment to
Purchase Agreement, dated December 9, 1998, Equity Fund assigned to each
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<PAGE>
of the other THL Entities the right to purchase, and each of the other THL
Entities agreed to purchase, certain of those Series B Shares, Notes and
Warrants.
On March 12, 1999, the shareholders of the Issuer approved the exchange
of shares of Series C Perpetual Convertible Preferred Stock (the "Series C
Shares") for the Series B Shares, Notes and Warrants owned by the THL Entities,
as contemplated by the Purchase Agreement. The Office of the Comptroller of the
Currency indicated that it would not object to the proposed transaction on May
28, 1999. Accordingly, all of the Series B Shares, Warrants and Notes converted
into shares of Series C Stock effective as of June 1, 1999. Pursuant to the
Certificate of Designation of the Series C Shares (the "Certificate of
Designation"), filed December 8, 1998, as of June 1, 1999 the Series C Shares
held by all Reporting Persons are convertible, in aggregate, into 8,406,467
shares of Common Stock of the Issuer ("Shares"). The Series C Shares are
entitled to dividends payable in additional Series C Shares as provided in the
Certificate of Designation.
Additionally, the Certificate of Designation provides that the Issuer's
Board of Directors (the "Board") will be comprised as follows: (1) so long as
the THL Entities or their affiliates own at least 25% of the Series C Shares
purchased by them under the Purchase Agreement, the Board shall have eleven
members, four of whom shall be elected by the holders of the Series C Shares,
with one of such four directors to be appointed by Equity Fund so long as Equity
Fund owns any Series C Shares or any shares of Common Stock issued upon
conversion thereof; (2) so long as the THL Entities or their affiliates own at
least 10%, but less than 25%, of the Series C Shares purchased by them under the
Purchase Agreement, the holders of the Series C Shares shall be entitled to
elect one Board member; (3) at such time as the THL Entities or their affiliates
own less than 10% of the Series C Shares purchased by them under the Purchase
Agreement, the right of the holders of the Series C Shares to elect Board
members shall terminate; and (4) clause (3) of this paragraph notwithstanding,
should the Issuer default under its principal credit facility or any other
instrument or instruments governing more than $20,000,000 of indebtedness of the
Issuer or its Subsidiaries, which default, with the passage of time or the
delivery of notice, or both, entitles the holders of such indebtedness to
accelerate the maturity of such indebtedness and which default is not cured or
waived within sixty (60) days (a "Material Default"), the holders of the Series
C Shares shall be entitled to elect up to a majority of the Issuer's Board for
as long as such Material Default remains uncured or waived and for a period of
six months thereafter; provided, however, that from and after the second
Material Default the holders of the Series C Shares shall be entitled to elect
up to a majority of the Issuer's Board notwithstanding any cure or waiver.
Non-employee directors of the Issuer are entitled to receive compensation from
the Issuer for service on the Board in accordance with the Issuer's director
compensation policy in effect from time to time.
The Issuer's By-laws have been amended to provide that, in the event of
a vacancy on the Board caused by the departure of a director elected by the
holders of Series C Shares (a "Series C Director"), the vacancy shall be filled
by a new member elected by the remaining Series C
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<PAGE>
Directors, if any. If there are no other Series C Directors, the Series C Share
holders shall elect a new director to fill the vacancy.
Each of the agreements discussed in this Item 4 is filed as an exhibit
to this Schedule 13D and is incorporated herein by reference. The foregoing
descriptions of such agreements are not intended to be complete and are
qualified in their entirety by reference to such exhibits.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
By virtue of the Purchase Agreement and the relationships among the
Reporting Persons described herein, the Reporting Persons may be deemed to share
beneficial ownership with respect to the Series C Shares reported herein. As of
June 1, 1999, the Reporting Persons beneficially owned in the aggregate
8,406,467 (30.4%) of the 27,697,467 outstanding shares of the Issuer (assuming
conversion of the Series C Shares). Each of the Reporting Persons expressly
disclaims the existence of such beneficial ownership, except: (1) Advisors does
not disclaim beneficial ownership of shares held by Equity Fund or Foreign Fund,
(2) Management Corp. does not disclaim beneficial ownership of shares held by
THL-CCI, and (3) Thomas H. Lee does not disclaim beneficial ownership of shares
held by Advisors, Management Corp., Charitable Investment, or the 1997 Thomas H.
Lee Nominee Trust.
The THL Affiliates other than Equity Fund and Foreign Fund acquired
their Series C Shares as a co-investment required by the terms of the
partnership agreements of Equity Fund and Foreign Fund. Such agreements require
that the THL Affiliates hold and sell their Series C Shares and Shares on a pro
rata basis. By virtue of the Purchase Agreement and the relationships among the
Reporting Persons described herein, the Reporting Persons may constitute a
"group" within the meaning of Rule 13d-5(b) under the Exchange Act. As a member
of a group, each Reporting Person may be deemed to beneficially own the Shares
beneficially owned by the members of the group as a whole. Each of the Reporting
Persons expressly disclaims beneficial ownership of such shares held by any
other members of such group.
Equity Fund has obtained direct beneficial ownership of 7,787,238
Shares pursuant to the Purchase Agreement, representing approximately 28.1% of
the outstanding shares. Equity Fund may be deemed to share with Advisors voting
and dispositive power with respect to such Shares.
Foreign Fund has obtained direct beneficial ownership of 268,513 Shares
pursuant to the Purchase Agreement, representing approximately 1.0% of the
outstanding shares. Foreign Fund may be deemed to share with Advisors voting and
dispositive power with respect to such Shares.
Advisors, as sole general partner of Equity Fund and Foreign Fund, may
be deemed to share voting and dispositive power with respect to 8,055,751 Shares
beneficially owned by Equity Fund and Foreign Fund, which represents
approximately 29.1% of the outstanding shares.
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<PAGE>
The filing of this Schedule 13D by Advisors shall not be construed as an
admission that Advisors is, for the purpose of Section 13(d) of the Exchange
Act, the beneficial owner of Shares held by Equity Fund and Foreign Fund.
THL-CCI has obtained direct beneficial ownership of 2,070 Shares
pursuant to the Purchase Agreement, representing less than 0.1% of the
outstanding shares. THL-CCI may be deemed to share with Management Corp. voting
and dispositive power with respect to such Shares.
Management Corp., as sole general partner of THL-CCI, may be deemed to
share voting and dispositive power with respect to 2,070 Shares beneficially
owned by THL-CCI, which represents less than 0.1% of the outstanding shares. The
filing of this Schedule 13D by Management Corp. shall not be construed as an
admission that Management Corp. is, for the purpose of Section 13(d) of the
Exchange Act, the beneficial owner of Shares held by THL-CCI.
Charitable Investment has obtained direct beneficial ownership of
46,305 Shares pursuant to the Purchase Agreement, representing approximately
0.2% of the outstanding shares. Charitable Investment may be deemed to share
with its General Partner voting and dispositive power with respect to such
Shares.
Thomas H. Lee, as General Director of Advisors, Chief Executive Officer
and sole shareholder of Management Corp., General Partner of Charitable
Investment, and settlor of the 1997 Thomas H. Lee Nominee Trust, may be deemed
to share voting and dispositive power with respect to 8,212,987 Shares
beneficially owned by such entities, which represents approximately 29.7% of the
outstanding shares. The filing of this Schedule 13D by Thomas H. Lee shall not
be construed as an admission that Thomas H. Lee is, for the purpose of Section
13(d) of the Exchange Act, the beneficial owner of Shares held by such entities.
Each of the Affiliate Purchasers has obtained beneficial ownership of
less than 1% of the outstanding shares. Each of the Affiliate Purchasers has
sole voting and sole dispositive power with respect to such Shares beneficially
owned by it. David V. Harkins may be deemed to share voting and dispositive
power over Shares held by the 1995 Harkins Gift Trust. The filing of this
Schedule 13D shall not be construed as an admission that Mr. Harkins is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of such
Shares. Charles W. Robins may be deemed to share voting and dispositive power
over Shares held as Custodian for Jesse Albert Lee. The filing of this Schedule
13D shall not be construed as an admission that Mr. Robins is, for the purpose
of Section 13(d) of the Exchange Act, the beneficial owner of such Shares.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein.
(d) Not applicable.
(e) Not applicable.
-38-
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The responses to Items 3, 4, and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described Items 3 and 4, to the best of
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits division of profits or less, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: *Joint filing agreement among the Reporting Persons.
Exhibit 2: Securities Purchase Agreement dated as of
November 13, 1998, between the Issuer and
Equity Fund (incorporated by reference to
the Issuer's 8-K filed December 22, 1998).
Exhibit 3: *Assignment and Assumption Agreement and Amendment
to Purchase Agreement dated as of December 9, 1998,
by and among Equity Fund and the Affiliate
Purchasers.
Exhibit 4: Certificate of Designation of Series C Shares
dated as of December 8, 1998 and filed with the State
of Delaware on December 9, 1998 (incorporated by
reference to the Issuer's 8-K filed December 22,
1998).
*Filed herewith
-39-
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
<TABLE>
<S> <C>
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC, its General
Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
THOMAS H. LEE FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC, its General
Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
THL EQUITY ADVISORS IV, LLC
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
</TABLE>
-40-
<PAGE>
<TABLE>
<S> <C>
THL-CCI Limited Partnership, THL Investment
Management Corp., Thomas H. Lee Charitable Investment
L.P., 1997 Thomas H. Lee Nominee Trust, David V.
Harkins, The 1995 Harkins Gift Trust, Scott A. Schoen, C.
Hunter Boll, Scott M. Sperling, Anthony J. DiNovi,
Thomas M. Hagerty, Warren C. Smith, Jr., Seth W. Lawry,
Kent R. Weldon, Terrence M. Mullen, Todd M. Abbrecht,
Charles A. Brizius, Scott Jaeckel, Soren Oberg, Thomas R.
Shepherd, Wendy L. Masler, Andrew D. Flaster, Kristina
A. Watts, Robert Schiff Lee 1998 Irrevocable Trust,
Stephen Zachary Lee, Charles W. Robins as Custodian for
Jesse Albert Lee, Charles W. Robins, James Westra
By: C. Hunter Boll, Attorney-in-fact for the above-named
parties.
By: /s/ C. Hunter Boll
C. Hunter Boll,
Attorney-in-fact
/s/ Thomas H. Lee
Thomas H. Lee
</TABLE>
-41-
<PAGE>
Schedule A
Each of the following individuals is a United States citizen and, with the
exception of Charles W. Robins, James Westra, Stephen Zachary Lee and Jesse
Albert Lee, is employed by the Thomas H. Lee Company, 75 State Street, Boston,
Massachusetts 02109: David V. Harkins, Scott A. Schoen, C. Hunter Boll, Scott M.
Sperling, Anthony J. DiNovi, Thomas M. Hagerty, Warren C. Smith, Jr., Seth W.
Lawry, Kent R. Weldon, Terrence M. Mullen, Todd M. Abbrecht, Charles A. Brizius,
Scott Jaeckel, Soren Oberg, Thomas R. Shepherd, Wendy L. Masler, Andrew D.
Flaster, Kristina A. Watts, Stephen Zachary Lee, Jesse Albert Lee, Charles W.
Robins, James Westra.
Charles W. Robins and James Westra are employed by Hutchins, Wheeler &
Dittmar, a Professional Corporation, 101 Federal Street, Boston, Massachusetts
02110. Stephen Zachary Lee and Jesse Albert Lee are not employed.
Each of the following officers and trustees of THL Investment
Management Corp. is a United States citizen and, with the exception of Charles
W. Robins and James Westra, is employed by the Thomas H. Lee Company, 75 State
Street, Boston, Massachusetts 02109:
THL Investment Management Corp.
Chief Executive Officer: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
Chairman of the Board: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
President: David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents: C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Anthony J. DiNovi
3 Ravine Road, Wellesley, MA 02181
Thomas M. Hagerty
256 Beacon Street, #4, Boston, MA 02116
Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
-42-
<PAGE>
Scott A. Schoen
191 Kings Grant Road, Weston, MA 02193
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
370 Concord Avenue, Weston, MA 02193
Kent R. Weldon
134 West Newton Street, Boston, MA 02118
Treasurer: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer: Andrew D. Flaster
4 Fairfield Drive, Lexington, MA 02173
Clerk: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks: Charles W. Robins
50 Lehigh Road, Wellesley, MA 02181
James Westra
5 Stage Hill Road, Wenham, MA 01984
<PAGE>
SCHEDULE I
Affiliate Purchasers
1997 Thomas H. Lee Nominee Trust, David V. Harkins, The 1995 Harkins Gift Trust,
Scott A. Schoen, C. Hunter Boll, Scott M. Sperling, Anthony J. DiNovi, Thomas M.
Hagerty, Warren C. Smith, Jr., Seth W. Lawry, Kent R. Weldon, Terence M. Mullen,
Todd M. Abbrecht, Charles A. Brizius, Scott Jaeckel, Soren Oberg, Thomas R.
Shepherd, Wendy L. Masler, Andrew D. Flaster, Kristina A. Watts, Robert Schiff
Lee 1998 Irrevocable Trust, Stephen Zachary Lee, Charles W. Robins as Custodian
for Jesse Albert Lee, Charles W. Robins, James Westra
<PAGE>
Exhibit 1 to Schedule 13D
Metris Companies Inc.
JOINT FILING AGREEMENT
Agreement made this 4th day of June, 1999, by and between each of the
undersigned.
WHEREAS, each of the undersigned is required to file a Schedule 13D
with respect to ownership of securities in Metris Companies Inc.; and
WHEREAS, each of the undersigned is individually eligible to use this
Schedule 13D;
NOW, THEREFORE, the undersigned agree to file only one Schedule 13D
reflecting their combined beneficial ownership of securities in Metris Companies
Inc. and each of the undersigned hereby designates and appoints each of Thomas
H. Lee Equity Fund IV, L.P., C. Hunter Boll and Thomas M. Hagerty as its
attorney-in-fact with full power of substitution for each of them, each acting
singly, to sign, file and make any amendments to this Schedule 13D.
<TABLE>
<S> <C>
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC, its General
Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
THOMAS H. LEE FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC, its General
Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
THL EQUITY ADVISORS IV, LLC
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Managing Director
<PAGE>
THL-CCI Limited Partnership, THL Investment
Management Corp., Thomas H. Lee Charitable Investment
L.P., 1997 Thomas H. Lee Nominee Trust, David V.
Harkins, The 1995 Harkins Gift Trust, Scott A. Schoen, C.
Hunter Boll, Scott M. Sperling, Anthony J. DiNovi,
Thomas M. Hagerty, Warren C. Smith, Jr., Seth W. Lawry,
Kent R. Weldon, Terrence M. Mullen, Todd M. Abbrecht,
Charles A. Brizius, Scott Jaeckel, Soren Oberg, Thomas R.
Shepherd, Wendy L. Masler, Andrew D. Flaster, Kristina
A. Watts, Robert Schiff Lee 1998 Irrevocable Trust,
Stephen Zachary Lee, Charles W. Robins as Custodian for
Jesse Albert Lee, Charles W. Robins, James Westra
By: C. Hunter Boll, Attorney-in-fact for the above-named
parties pursuant to powers of attorney executed in favor
of and granted and delivered to him and included in
Exhibit 3 hereto.
By: /s/ C. Hunter Boll
C. Hunter Boll,
Attorney-in-fact
/s/ Thomas H. Lee
Thomas H. Lee
</TABLE>
<PAGE>
Exhibit 3 to Schedule 13D
Metris Companies Inc.
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
THIS AGREEMENT made as of December 9, 1998 (the "Effective
Date"), by and among the Thomas H. Lee Equity Fund IV, L.P. (the "Original
Purchaser") and the Affiliate Purchasers listed on Schedule I attached hereto
(the "Affiliate Purchasers");
WHEREAS, the Original Purchaser and Metris Companies Inc. (the "Company")
have entered into a certain Securities Purchase Agreement dated as of November
13, 1998 (the "Purchase Agreement");
WHEREAS, pursuant to Section 13.13 of the Purchase Agreement, the
Original Purchaser is entitled to assign, prior to the Closing, any of its
rights under the Purchase Agreement to any of its Affiliates, or Thomas H. Lee
Company, or any employees thereof, so long as each such assignee agrees to be
bound by the Purchase Agreement as if it were an initial Purchaser thereunder;
WHEREAS, the Original Purchaser wishes to assign to the Affiliate
Purchasers the right to purchase under the Purchase Agreement, that number of
Senior Debentures, Series B Preferred Shares and Warrants (the "Securities") set
forth opposite their names on Schedule I hereto;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties covenant and agree
as follows:
1. Assignment. The Original Purchaser hereby assigns to the Affiliate Purchasers
the right to purchase from the Company that number of Securities set forth
opposite their respective names on Schedule I hereto pursuant to the terms of
the Purchase Agreement.
2. Purchase. The Affiliate Purchasers hereby agree to purchase from the Company
that number of Securities set forth opposite their respective names on Schedule
I hereto.
3. Amendment to Purchase Agreement. The Purchase Agreement is hereby amended by
deleting Schedule I of the Purchase Agreement and replacing such schedule with
Schedule I attached hereto and each of the Affiliate Purchasers shall be
considered a "Purchaser" for all purposes under the Purchase Agreement.
4. Affiliate Purchasers' Representative. Each Affiliate Purchaser hereby
designates and appoints each of Thomas H. Lee Equity Fund IV, L.P., C. Hunter
Boll and Thomas M. Hagerty,
<PAGE>
as its attorney-in-fact with full power of substitution for each of them (the
"Representatives"), each acting singly, to serve as the representative of each
such Affiliate Purchaser to perform all such acts and execute and deliver any
and all documents as are required, authorized or contemplated by the Purchase
Agreement and the documents executed in connection therewith (collectively, the
"Agreements") to be performed by any such person (including without limitation
any Schedule 13D or joint filing agreement to Schedule 13D required by virtue of
the consummation of the transactions contemplated by the Agreements) and each
Affiliate Purchaser hereby acknowledges that the Representatives shall be
authorized to take any action so required, authorized or contemplated by the
Agreements by each such Affiliate Purchaser. The other parties hereto are and
will be entitled to rely on any action so taken or any notice given by the
Representative and are and will be entitled and authorized to give notices to
the Representative for any notice contemplated by the Agreements to be given to
any Affiliate Purchaser. A successor to the Representative may be chosen by a
majority in interest of the Affiliate Purchasers, provided that notice thereof
is given by the new Representative to the Company, to the Original Purchaser and
to each of the Affiliate Purchasers.
5. Capitalized Terms. All capitalized terms which are used but not defined
herein shall have the respective meanings given to those terms in the Purchase
Agreement.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without reference
to the conflict of law provisions therein.
7. Inurement. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective successors and assigns.
[Remainder of page intentionally left blank]
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<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
IN WITNESS WHEREOF, this Assignment and Assumption Agreement and
Amendment to Purchase Agreement has been duly executed by the parties.
<TABLE>
<S> <C>
ORIGINAL PURCHASER: THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL EQUITY ADVISORS IV, LLC, its
General Partner
By: /s/ Thomas M. Hagerty
Name: Thomas M. Hagerty
Title: Managing Director
AFFILIATE PURCHASERS: THOMAS H. LEE FOREIGN FUND IV, L.P.
By: THL EQUITY ADVISORS IV, LLC, its
General Partner
By: /s/ Thomas M. Hagerty
Name: Thomas M. Hagerty
Title: Managing Director
</TABLE>
S-1
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
<TABLE>
<S> <C>
1997 THOMAS H. LEE NOMINEE TRUST
By: STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, N.A.,
not individually but solely as successor
trustee under a Trust Agreement dated as
of August 18, 1997, and know as the 1997
Thomas H. Lee Nominee Trust
By: /s/ Gerald R. Wheeler
Name: Gerald R. Wheeler
Title: Vice President
</TABLE>
S-2
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ David V. Harkins
David V. Harkins
S-3
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
THE 1995 HARKINS GIFT TRUST
By: /s/ Sheryll J. Harkins
Name: Sheryll J. Harkins
Title: Trustee
S-4
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Scott A. Schoen
Scott A. Schoen
S-5
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ C. Hunter Boll
C. Hunter Boll
S-6
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Scott M. Sperling
Scott M. Sperling
S-7
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Anthony J. DiNovi
Anthony J. DiNovi
S-8
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Thomas M. Hagerty
Thomas M. Hagerty
S-9
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Warren C. Smith, Jr.
Warren C. Smith, Jr.
S-10
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Seth W. Lawry
Seth W. Lawry
S-11
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Kent R. Weldon
Kent R. Weldon
S-12
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Terrence M. Mullen
Terrence M. Mullen
S-13
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Todd M. Abbrecht
Todd M. Abbrecht
S-14
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Charles A. Brizius
Charles A. Brizius
S-15
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Scott Jaeckel
Scott Jaeckel
S-16
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Soren Oberg
Soren Oberg
S-17
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Thomas R. Shepherd
Thomas R. Shepherd
S-18
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Wendy L. Masler
Wendy L. Masler
S-19
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Andrew D. Flaster
Andrew D. Flaster
S-20
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Kristina A. Watts
Kristina A. Watts
S-21
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
ROBERT SCHIFF LEE 1988 IRREVOCABLE TRUST
By: /s/ Charles W. Robins
Charles W. Robins, not individually
but solely as Trustee
S-22
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Stephen Zachary Lee
Stephen Zachary Lee
S-23
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Charles W. Robins
Charles W. Robins as custodian for
Jesse Albert Lee under the
Massachusetts Uniform Transfers
to Minors Act.
S-24
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ Charles W. Robins
Charles W. Robins
S-25
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
/s/ James Westra
James Westra
S-26
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AMENDMENT TO PURCHASE AGREEMENT
Counterpart Signature Page
THOMAS H. LEE CHARITABLE
INVESTMENT, L.P.
By: /s/ Thomas H. Lee
as its General Partner
S-27
<PAGE>
THL-CCI INVESTORS LIMITED
PARTNERSHIP
By: THL Investment Management Corp.,
its General Partner
By: /s/ Wendy Masler
Name: Wendy Masler
Title:
