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)
Theodore Deikel
4400 Baker Road, Minnetonka, MN 55343
612-932-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*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).
Schedule 13D
CUSIP No. 591598-10-7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore Deikel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO (See Items 3 and 4)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7) SOLE VOTING POWER
NUMBER 1,329,887
OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,329,887
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,329,887 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X
Excludes 1,970 shares held by Mr. Deikel's son, as to
which he disclaims beneficial
ownership
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Metris Companies
Inc. (the "Issuer"). The address of the principal executive
office of the Issuer is 600 South Highway 169, St. Louis Park, MN
55426.
Item 2. Identity and Background.
(a) Name: Theodore Deikel
(b) Business Address:
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, MN 55343
(c) Present principal employment:
Chairman and Chief Executive Officer
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, MN 55343
(d) None.
(e) None.
(f) Citizenship: USA.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of the event requiring the filing of this
Schedule 13D, Mr. Deikel beneficially owns 1,329,887 shares of
the Issuer, 1,044,887 of which were acquired in the spin-off on
September 25, 1998, of 100% of the shares of the Issuer owned by
Fingerhut Companies, Inc. to the shareholders of record of
Fingerhut Companies, Inc. on September 11, 1998. Some of the
Fingerhut shares held by Mr. Deikel were acquired by means of
a loan from Salmon Smith Barney.
Item 4. Purpose of Transaction.
The information set forth under Item 3 is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares beneficially-owned by
Mr. Deikel is 1,329,887 (which includes options to acquire
285,000 shares of the Issuer's Common Stock exercisable within 60
days, but does not include 1,970 shares owned by Mr. Deikel's
son, as to which he disclaims beneficial ownership). This
represents 6.9% of the shares outstanding.
(b) Mr. Deikel has the sole power to vote and dispose of
all his shares of the Issuer's Common Stock.
(c) There have been no transactions in the class of
securities reported on that were effected by Mr. Deikel during
the past sixty days:
(d) Not Applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Mr. Deikel has a Stock Option Agreement with the Issuer dated
May 18, 1998. Mr. Deikel has a Pledge Agreement with Salomon Smith
Barney entered into on or about September 11, 1998, whereby all of
Mr. Deikel's shares owned of record are pledged as collateral against
a margin loan.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
October 5, 1998
/s/ Theodore Deikel
------------------------------
Theodore Deikel
