-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVPt4PBetEkKA2USiL8ryQZ4j8U0JJhTbYnzqYekNEqrbcL0V7CdPOFjQSIBSOcM 1ZqpFTaGX36rSSFbpHGO8g== 0000929638-04-000172.txt : 20041209 0000929638-04-000172.hdr.sgml : 20041209 20041209152405 ACCESSION NUMBER: 0000929638-04-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 GROUP MEMBERS: HENRY F. SKELSEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: META GROUP INC CENTRAL INDEX KEY: 0001000015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 060971675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46191 FILM NUMBER: 041193193 BUSINESS ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 BUSINESS PHONE: 2039736700 MAIL ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KUTNICK DALE CENTRAL INDEX KEY: 0001009041 IRS NUMBER: 363500510 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 208 HARBOR DR P O BOX 120061 STREET 2: C/O META GROUP INC CITY: STAMFORD STATE: CT ZIP: 06912 BUSINESS PHONE: 2039736700 MAIL ADDRESS: STREET 1: 208 HARBOR DR P O BOX 120061 STREET 2: META GROUP INC CITY: STAMFORD STATE: CT ZIP: 06912-0061 SC 13D/A 1 meta13d9dec04.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) META GROUP, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 591002 10 0 (CUSIP Number) DALE KUTNICK HENRY F. SKELSEY c/o Meta Group, Inc. c/o Fulton Capital Management LLC 208 Harbor Drive One East Weaver Street Stamford, Connecticut Greenwich, CT 06831 (203) 973-6700 (203) 869-5540 WICKS PORTFOLIO COMPANY I, LLC P.A.W. CAPITAL CORP. 405 Park Avenue 4 Greenwich Office Park, 3rd Floor Suite 702 Greenwich, CT 06831-3638 New York, NY 10022 (212) 838-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 7, 2004 (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 that 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 [X]* * P.A.W. Capital Corp. previously filed a statement of Schedule 13G to report its holdings in Meta Group, Inc. SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 2 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dale Kutnick - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS PF/OO - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 2,055,390 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 2,055,390 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,055,390 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 3 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Henry F. Skelsey - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 28,000 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 28,000 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF 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 IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 4 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wicks Portfolio Company I, LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 5 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wicks Capital Management III, L.P. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 6 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wicks Apex III, Inc. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 7 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter A. Wright - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 25,000 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 852,000 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 25,000 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 852,000 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 877,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ------------------------- CUSIP No. 591002 10 0 Page 8 of 15 Pages - --------------------------- ------------------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) P.A.W. Capital Corp. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------- -------- --------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 852,000 OWNED BY -------- --------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING -------- --------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 852,000 WITH - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 852,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------- -------------------------------------------------------------------- SCHEDULE 13D ITEM 1. SECURITY AND ISSUER: This statement relates to shares of common stock, $0.01 par value per share (the "Common Stock"), of META Group, Inc., a Delaware corporation (the "Corporation"). The principal executive offices of the Corporation are located at 208 Harbor Drive, Stamford, Connecticut 06912-0061. ITEM 2. IDENTITY AND BACKGROUND: (a) This statement is being filed by Dale Kutnick, Henry F. Skelsey, Wicks Portfolio Company I, LLC ("Wicks Portfolio"), Wicks Capital Management III, LP ("Wicks Capital"), Wicks Apex III, Inc. ("Wicks Apex"), Peter A. Wright and P.A.W. Capital Corp. ("P.A.W") (collectively, the "Reporting Persons"). (b) The business address of Dale Kutnick is c/o META Group, Inc., 208 Harbor Drive, Stamford, Connecticut 06912-0061. The principal business address of Henry Skelsey is c/o Fulton Capital Management LLC, One East Weaver Street, Greenwich, Connecticut 06831. The business address of each of Wicks Portfolio, Wicks Capital and Wicks Apex is 405 Park Avenue, Suite 702, New York, NY 10022. The business address of each of Peter A. Wright and P.A.W. Capital Corp. is 4 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831. (c) Dale Kutnick is the Corporation's Chairman of the Board of Directors. He conducts his duties at the principal executive offices of the Corporation at 208 Harbor Drive, Stamford, Connecticut 06912-0061. The principal occupation of Henry Skelsey is to make investments for his own account. Henry Skelsey conducts his investment activities principally through Fulton Capital Management LLC of which he is the sole member and manager. Fulton Capital Management LLC is located at One East Weaver Street, Greenwich, Connecticut 06831. Wicks Portfolio was formed in order to work jointly with the other Reporting Persons in their efforts take the Corporation private. Wicks Capital was formed in order to act as general partner of Wicks Communications & Media Partners III, L.P. and affiliated entities. Wicks Apex was formed in order to act as the general partner of Wicks Capital. Set forth on Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D, as applicable, is a list of the executive officers of Wicks Apex. P.A.W. is the general partner of P.A.W. Capital Partners, L.P. which is in the business of investment management. The principal occupation of Peter A. Wright is to make investments principally through P.A.W. Peter A. Wright is the sole shareholder of P.A.W. (d) None of the Reporting Persons has been convicted, during the last five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Dale Kutnick, Henry F. Skelsey and Peter A. Wright are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Since his filing of his initial Schedule 13D with the Securities and Exchange Commission on June 25, 2001 (the "Initial Schedule 13D"), Dale Kutnick has purchased the Common Stock with his personal funds. The information set forth under Item 3 of the Initial Schedule 13D is incorporated herein by reference. Henry Skelsey acquired 28,000 shares of Common Stock in a number of stock exchange transactions for a total consideration of approximately $72,000 in cash paid from his personal funds. Since Peter A. Wright's initial filing on Schedule 13G with the Securities and Exchange Commission on October 20, 2000, Peter Wright has purchased the Common Stock through P.A.W. on the open market. Peter A. Wright has also purchased Common Stock on the open market with his personal funds. Wicks Portfolio, Wicks Capital and Wicks Apex do not own any shares of Common Stock. The source of funds for the proposed acquisition of all the outstanding Common Stock has not yet been finally determined. ITEM 4. PURPOSE OF TRANSACTION: Henry Skelsey and Dale Kutnick have formed Pangea Management LLC, a Delaware limited liability company ("PANGEA"), as a member managed limited liability company owned fifty percent by each of Dale Kutnick and Henry Skelsey. PANGEA is engaged in discussions with the Corporation to explore the potential acquisition of 100% of the outstanding Common Stock by means of a merger of the Corporation with PANGEA or another entity to be established in the future, a tender offer or other corporate transaction. PANGEA entered into a letter agreement with Wicks Portfolio pursuant to which Wicks Portfolio (the "Wicks Agreement") will work jointly with PANGEA in its efforts to take the Corporation private. The Wicks Agreement is filed as Exhibit 2 hereto and incorporated by reference herein. Specifically, on November 22, 2004, an affiliate of Wicks Portfolio sent a letter (the "Wicks Letter") to the Corporation's financial advisor indicating that Wicks Portfolio is prepared to work jointly with PANGEA in its efforts to take the Corporation private subject to the completion of due diligence satisfactory to Wicks Portfolio and the receipt of financing commitments on the terms and conditions satisfactory to Wicks Portfolio and in an amount sufficient to complete the transaction on terms satisfactory to the Reporting Persons and the Corporation. In addition, Wicks Portfolio indicated in the Wicks Letter that if such agreements are reached, acquisition terms are agreed among the Reporting Persons and the Corporation and the terms of Wicks Portfolio's arrangements with PANGEA are finalized and documented, Wicks Portfolio would provide equity, together with other investments from the principals of PANGEA, in an amount sufficient to purchase the Corporation. In addition, on December 7, 2004, PANGEA entered into a letter agreement with P.A.W. (the "P.A.W. Agreement") pursuant to which P.A.W. will work jointly with PANGEA in its efforts to take the Corporation private. A copy of the P.A.W. Agreement is filed as Exhibit 3 hereto and incorporated by reference herein. Pursuant to the P.A.W. Agreement, P.A.W. agrees to negotiate with PANGEA in good faith to invest in an acquisition vehicle to be formed by PANGEA to take the Corporation private. After the going private transaction is consummated, it is anticipated that the board of directors of the Corporation would be replaced by Messrs. Kutnick and Skelsey and representatives of Wicks Portfolio, and the Common Stock would be de-listed from The NASDAQ Stock Market and would cease to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither PANGEA, Wicks Portfolio nor P.A.W. is obligated to proceed with a transaction and there is no agreement between PANGEA, Wicks Portfolio or P.A.W. and the Corporation. No assurance can be given that PANGEA, Wicks Portfolio or P.A.W. will proceed with a transaction involving the Corporation or the Common Stock. Except as set forth in this Item 4, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right from time to time to formulate plans or proposals regarding the merger of PANGEA with the Corporation, or any other transaction to acquire the Common Stock, to the extent deemed advisable by the Reporting Persons. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a) As of December 7, 2004, the Reporting Persons may be deemed to beneficially own in the aggregate approximately 2,960,390 shares of Common Stock (which includes 267,025 shares of Common Stock issuable to Dale Kutnick pursuant to stock options, 183,200 shares held in Mr. Kutnick's individual retirement account and 17,100 shares held in custodial accounts for Mr. Kutnick's children). As such, the Reporting Persons may be deemed to beneficially own approximately 20.9% of the outstanding Common Stock, based on 13,903,508 shares of outstanding Common Stock as of September 30, 2004, as disclosed in the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004. As to the 17,100 shares held in custodial accounts, Mr. Kutnick may be deemed the beneficial owner of 6,200 shares as custodian for Kyja Kutnick, Mr. Kutnick's daughter, 4,700 shares as custodian for Toren G. Kutnick, Mr. Kutnick's son, and 6,200 shares as custodian for Varyk G. Kutnick, Mr. Kutnick's son. Mr. Kutnick disclaims beneficial ownership of all custodial shares, except to the extent of his pecuniary interest therein. Accordingly, the Reporting Persons may be deemed to have direct beneficial ownership of shares of Common Stock as follows: Name Number of Shares Percentage - ---- ---------------- ---------- Dale Kutnick 2,055,390 14.5% Henry Skelsey 28,000 0.2% Wicks Portfolio 0 0.0% Wicks Capital 0 0.0% Wicks Apex 0 0.0% Peter A. Wright and P.A.W. 852,000 6.1% Peter A. Wright 25,000 0.2% ------------ --------- Total 2,960,390 20.9% (b) Dale Kutnick has sole voting power and sole dispositive power over 2,055,390 shares of Common Stock. Henry Skelsey has sole voting and sole dispositive power over 28,000 shares of Common Stock. Peter A. Wright has sole dispositive power over 25,000 shares of Common Stock. P.A.W. has no sole dispositive power over any shares of Common Stock. Peter A. Wright and P.A.W. have shared power to vote and to direct the vote of 852,000 shares of Common Stock and each disclaims beneficial ownership of any Common Stock that may be beneficially owned by any Reporting Person, other than Peter A. Wright and P.A.W. None of Wicks Portfolio, Wicks Capital or Wicks Apex has any voting or dispositive power over any shares of Common Stock and each disclaims beneficial ownership of any Common Stock that may be beneficially owned by any Reporting Persons. Pursuant to Section 13(d)(3) under the Exchange Act, Wicks Portfolio, Wicks Capital, Wicks Apex, Peter A. Wright and P.A.W. may be deemed to be a "group" with the other Reporting Persons. Wicks Portfolio, Wicks Capital, Wicks Apex, Peter A. Wright and P.A.W. hereby disclaim any such group membership. (c) None of Henry Skelsey, Dale Kutnick, Wicks Portfolio, Wicks Capital, Wicks Apex, Peter A. Wright or P.A.W. has effected any transactions in the Common Stock during the past 60 days. (d) No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any of the Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: On August 3, 2004 Dale Kutnick and Henry Skelsey entered into a letter agreement (the "Letter Agreement") pursuant to which they agreed: o To organize PANGEA to attempt to acquire the Common Stock; o To allocate the liability to pay the expenses incurred by PANGEA; and o To the amount of an investment banking fee to be paid by Dale Kutnick to Henry Skelsey should PANGEA fail to acquire the Common Stock due to acquisition of the Common Stock by a third party. The discussions herein of the Letter Agreement are subject to and qualified in their entirety by reference to its complete text as set forth in Exhibit 2 to Amendment No. 2 to Schedule 13D filed on August 3, 2004 which is incorporated herein by reference. As described in Item 4, on November 22, 2004, an affiliate of Wicks Portfolio sent the Wicks Letter to the Corporation's financial advisor indicating that Wicks Portfolio is prepared to work jointly with PANGEA in its efforts to take the Corporation private subject to the completion of due diligence satisfactory to Wicks Portfolio and the receipt of financing commitments on the terms and conditions satisfactory to Wicks Portfolio and in an amount sufficient to complete the transaction on terms satisfactory to the Reporting Persons and the Corporation. In addition, Wicks Portfolio indicated in the Wicks Letter that if such agreements are reached, acquisition terms are agreed among the Reporting Persons and the Corporation and the terms of Wicks Portfolio's arrangements with PANGEA are finalized and documented, Wicks Portfolio would provide equity, together with other investments from the principals of PANGEA, in an amount sufficient to purchase the Corporation. Other than the Letter Agreement, the Wicks Letter, the Wicks Agreement, the P.A.W. Agreement and the Joint Filing Agreement among the Reporting Persons attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Corporation, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Exhibit 1 Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d-1(k)(l)(iii). Exhibit 2 Letter Agreement, dated December 6, 2004, among Dale Kutnick, Fulton Capital Management LLC, Pangea Management LLC and The Wicks Group of Companies, L.L.C. Exhibit 3 Letter Agreement, dated December 7, 2004, among P.A.W. Capital Corp. and Pangea Management LLC. 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. Dated: December 9, 2004 /s/ Dale Kutnick ------------------------------- Dale Kutnick /s/ Henry F. Skelsey ------------------------------- Henry F. Skelsey WICKS PORTFOLIO COMPANY I, LLC By: Wicks Capital Management III, L.P., its Managing Member By: Wicks Apex III, Inc., its General Partner By: /s/ Carter F. Bales ------------------------------------- Name: Carter F. Bales Title: Managing Partner WICKS CAPITAL MANAGEMENT III, L.P. By: Wicks Apex III, Inc., its General Partner By: /s/ Carter F. Bales ------------------------------------- Name: Carter F. Bales Title: Managing Partner WICKS APEX III, INC. By: /s/ Carter F. Bales ------------------------------------- Name: Carter F. Bales Title: Co-President, Managing Partner and Treasurer /s/ Peter A. Wright ---------------------------------- Peter A. Wright P.A.W. CAPITAL CORP. By: /s/ Peter A. Wright ------------------------------ Peter A. Wright President ANNEX A
Executive Officers of Wicks Apex III, Inc. - ---------------------------------------- -------------------------------------- -------------------- Name/Title/Citizenship Principal Occupation Business Address - ---------------------------------------- -------------------------------------- -------------------- - ---------------------------------------- -------------------------------------- -------------------- Carter F. Bales, Co-President, Executive officer of Wicks Apex III, 405 Park Avenue Managing Partner and Treasurer Inc. and its related entities Suite 702 United States New York, NY 10022 - ---------------------------------------- -------------------------------------- -------------------- - ---------------------------------------- -------------------------------------- -------------------- Craig B. Klosk, Co-President, Managing Executive officer of Wicks Apex III, 405 Park Avenue Partner and Secretary Inc. and its related entities Suite 702 United States New York, NY 10022 - ---------------------------------------- -------------------------------------- -------------------- - ---------------------------------------- -------------------------------------- -------------------- Matthew E. Gormly, III, Vice President Executive officer of Wicks Apex III, 405 Park Avenue and Partner Inc. and its related entities Suite 702 United States New York, NY 10022 - ---------------------------------------- -------------------------------------- -------------------- Daniel M. Kortick, Vice President and Executive officer of Wicks Apex III, 405 Park Avenue Partner Inc. and its related entities Suite 702 United States New York, NY 10022 - ---------------------------------------- -------------------------------------- --------------------
Except as otherwise disclosed elsewhere in this Schedule 13D, to the best knowledge of Wicks Portfolio, Wicks Capital and Wicks Apex: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. EX-1 2 joint9dec04.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 9th day of December, 2004 among Dale Kutnick, Henry F. Skelsey, Wicks Portfolio Company I, LLC, Wicks Capital Management III, LP, Wicks Apex III, Inc., Peter A. Wright and P.A.W. Capital Corp. Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. Each party represents to the other parties that he or it is eligible to file a statement or statements on Schedule 13D. This Agreement may be executed in one or more counterparts. IN WITNESS WHEREOF, the parties, hereto have executed this Agreement as of the date first set forth above. /s/ Dale Kutnick - --------------------- Dale Kutnick /s/ Henry Skelsey - --------------------- Henry Skelsey WICKS PORTFOLIO COMPANY I, LLC By: Wicks Capital Management III, L.P. its Managing Member By: Wicks Apex II, Inc., its General Partner By: /s/ Carter F. Bales --------------------------- Name: Carter F. Bales Title: Managing Partner WICKS CAPITAL MANAGEMENT III, L.P. By: Wicks Apex II, Inc., its General Partner By: /s/ Carter F. Bales --------------------------- Name: Carter F. Bales Title: Managing Partner WICKS APEX II, INC., By: /s/ Carter F. Bales --------------------------- Name: Carter F. Bales Title: Managing Partner /s/ Peter A. Wright - -------------------------------- Peter A. Wright P.A.W. CAPITAL CORP. By: /s/ Peter A. Wright ---------------------------- Name: Peter A. Wright Title: President EX-2 3 wickex2.txt WICKS AGREEMENT EXHIBIT 2 WICKS Carter F. Bales Managing Partner & Co-Founder December 6,2004 Mr. Dale Kutnick 208 Harbour Drive Stamford, CT Fulton Capital Management LLC One East Weaver Street Greenwich, CT 0683 1 PANGEA Management LLC One East Weaver Street Greenwich. CT 0683 1 Gentlemen: The Wicks Group of Companies, L.L.C. ("Wicks") has delivered to the financial advisor (the "Advisor") to a company code name "Magnified" (the "Company") a letter (the "Wicks Letter") confirming Wicks' willingness to work jointly with PANGEA Management LLC ("PANGEA") in its efforts to acquire (the "Transaction") the Company, as set forth in PANGEA's letter of November 10,2004 (the "PANGEA Letter") to the Advisor. Wicks has indicated to you (collectively with Wicks, the "Parties") indicative terms under which Wicks would be prepared to participate in the Transaction and provide the ultimate acquisition vehicle to be established by the Parties with its share of the equity needed to consummate the Transaction on the terms described in the PANGEA Letter. In recognition of the extensive commitment of time and expense by the Parties that will be necessary to pursue the Transaction, and in order to induce the Parties to commit the time and resources required by the Transaction, the Parties have agreed, intending to be legally bound, as follows: 1. The Parties will work together in good faith and on an exclusive basis to finalize and document the indicative terms on which they will join ------------------------------------------------------- The Wicks Group of Companies, L.L.C. 405 Park Avenue, New York, NY 10022 212-838-2100 o 212-407-2200 o Direct 212-223-2109 Fax carter.bales@wicksgroup.com o www.wicksgroup.com WICKS together to accomplish the Transaction for a period of 4 months after the execution of this Agreement (the "Exclusivity Period"). The Exclusivity Period may be extended by mutual written agreement of the Parties. 2. If any Party (the "Terminating Party") determines that it no longer wishes to pursue the Transaction or if the Parties are unable to agree upon the terms to be proposed to the Company or the final terms of the arrangements among them, the Terminating Party shall promptly notify the others in writing of its decision to terminate this Agreement. If the Terminating Party decides not to pursue the Transaction but later determines to again pursue the Transaction during the Exclusivity Period, then it will do so only with the other Parties and will not use such termination to pursue the Transaction with. a third party. If the Terminating Party terminates this Agreement because it does not agree with the terms to be proposed to the Company or the final terms of the arrangements among the Parties, it shall be permitted to independently pursue the Transaction on the terms that it wishes to propose to the Company. In any event, the Parties other than the Terminating Party may continue to pursue the Transaction without the Terminating Party. 3. Until such time, if ever, that Wicks on the one hand or Dale Kutnick or PANGEA on the other delivers a notice pursuant to Paragraph 2 above, Wicks and Dale Kutnick will share the out-of-pocket expenses incurred by the parties in connection with the Transaction after November 19,2004 (the "Transaction Expenses"). For purposes of this paragraph, the proportion of the Transaction Expenses to be borne by Wicks on the one hand and Dale Kutnick on the other will equal the proportion that such Party's anticipated equity investment in the acquisition vehicle to be ultimately established by the Parties to consummate the Transaction as communicated in writing to the special committee or its advisors (including roll over equity) bears to the total equity (including rollover equity) anticipated to be invested in such acquisition vehicle by Wicks and Dale Kutnick. For purposes of this paragraph 3, the equity to be invested by Henry Skelsey will be deemed to be equity invested by Dale Kutnick and the equity to be invested by persons or entities other than Dale Kutnick, Henry Skelsey and Wicks will be disregarded such that it will be assumed that the sum of the Dale Kutnick, Henry Skelsey and Wicks equity will equal 100% of the equity when calculating the Transaction Expenses. From time to time after the date hereof the Parties may agree to add to this letter agreement an additional person or entity who is considering an investment in such acquisition vehicle of cash and/or rollover equity of at least $500,000 in the aggregate. In this event, (i) the proportion of Transaction Expenses to be borne by Wicks, Dale Kutnick and such new Party, respectively, will be recalculated on the same basis as provided above with the value of such new Party's anticipated equity investment added to both the numerator and the denominator (ii) each Party (including such new Party) will share all the Transaction Expenses incurred since November 19, 2004 in accordance with the portions calculated pursuant to WICKS clause (i), and (iii) the Parties will make such payments to each other as shall be necessary to reallocate the Transaction Expenses as herein provided. 4. For the avoidance of doubt, nothing in this Agreement shall in any way restrict Dale Kutnick from complying with his duties as a director or officer of the Company. 5. Each Party acknowledges that this letter does not constitute a commitment of any Party to fund any amounts or, except as to the matters expressly set forth herein, a legally binding agreement of any Party or any of its affiliates (including any fund controlled by Wicks), and that any such commitment or agreement shall not be created until written definitive agreements respecting the same are executed and delivered by all Parties. Please indicate your acceptance and agreement to the terms of this Agreement by countersigning this letter in the place indicated and returning it to us. Sincerely, /s/ Carter F.Bales -------------------------- Carter F.Bales Managing Partner Accepted and Agreed as of the Date first above written: /s/ Dale Kutnick - ------------------------------- Dale Kutnick FULTON CAPITAL MANAGEMENT LLC /s/ Henry F. Skelsey By: --------------------------- Henry F. Skelsey, Managing Member PANGEA Management LLC By: /s/ Henry F. Skelsey --------------------------- Henry F. Skelsey EX-3 4 wickex3.txt P.A.W. AGREEMENT EXHIBIT 3 Pangea Management LLC c/o Fulton Management LLC One East Weaver Street Greenwich, CT 06831 December 7,2004 Peter Wright P.A.W. Capital Partners, LP 4 Greenwich Office Park, 3rd Floor Greenwich, CT 06831 Dear Peter: This letter will set forth of our mutual understanding with regard to Pangea Management LLC `s ("Pangea") attempt to acquire all the equity of META Group Inc. (the "Transaction") through an acquisition vehicle to be later established by Pangea ("New Company"). Following upon our previous discussions on this matter, you have indicated your interest in resuming discussions with us on the terms pursuant to which you and/or your affiliates (collectively herein, "You") might invest in New Company in connection with the Transaction including without limitation a roll-over by You of some or all of Your equity in META Group Inc. into equity of New Company. In recognition of the commitment of time and expense by Pangea that will be necessary to engage in these discussions with You, and in order to induce Pangea to commit the time and resources required to continue these discussions, You have agreed with us, intending to be legally bound, that for 120 days from the date of this letter, You will negotiate with us in good faith and on an exclusive basis the terms on which You may agree to invest in the equity of New Company in connection with the Transaction; provided, however, that nothing herein shall prohibit You or your proxy or nominee from voting Your shares in META Group Inc. in favor of or against any Transaction with Pangea or any third party, or any other matter, that is at any time put to a vote of shareholders of META Group Inc. This four month period of exclusivity may be extended by our mutual written agreement. We agree on behalf of ourselves and the New Company, intending to be bound, that except as required by applicable law or stock exchange requirement, regulation or legal process, neither we nor any other party in which we are in discussions on a similar basis, or any of our or their respective affiliates or representatives, will disclose Your participation in discussions with us or in any Transaction, or use Your name, or the name of any of your affiliates or representatives, in any letter, filing with any governmental administrative or regulatory body, press release or advertisement, in each case without Your prior written consent. Without limiting the foregoing, You agree to cooperate with us to file an amendment to the Schedule 13D filed with the Securities and Exchange Commission by Dale Kutnick and others in respect of the Transaction on November 24,2004 to disclose the contents of this letter and to file the same as an exhibit thereto, provided, however, that if you deem it appropriate You may disclaim membership in the our group in the same manner as was done by Wicks Portfolio in Item 5(b) thereof. You and we agree that except as provided in the preceding paragraph, this letter does not constitute a binding commitment or agreement of You or us or any of our respective affiliates in any respect including to fund any amounts or roll over any equity of META Group Inc. into New Company, to continue with the Transaction or to vote any shares in META Group Inc. for or against the Transaction, or any other matter, and that any such commitment or agreement shall not be created unless written definitive agreements respecting the same are executed and delivered by You and us. Please indicate Your acceptance and agreement to the terms of this letter by countersigning this letter in the place indicated and returning it to us. PANGEA MANAGEMENT LLC By: /s/ Henry Skelsey ------------------------------------ Henry Skelsey, Member By: /s/ Dale Kutnick ------------------------------------ Dale Kutnick, Member ACCEPTED AND AGREED P.A.W. Capital Partners, LP By: /s/ Peter A. Wright ------------------------------------ Peter A. Wright -----END PRIVACY-ENHANCED MESSAGE-----