-----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, UVyFlI2XwNDVS5od+AoYD7w9oCMhEcukKbgLbHdLjxXBDpibudkruaEDnWz2gZJw vZEqSqtXbKvbjIE38XkxNA== 0000914427-99-000269.txt : 19990608 0000914427-99-000269.hdr.sgml : 19990608 ACCESSION NUMBER: 0000914427-99-000269 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990607 GROUP MEMBERS: 1997 THOMAS H. LEE NOMINEE TRUST GROUP MEMBERS: ANDREW D. FLASTER GROUP MEMBERS: ANTHONY J. DINOVI GROUP MEMBERS: C. HUNTER BOLL GROUP MEMBERS: CHARLES A. BRIZIUS GROUP MEMBERS: CHARLES W. ROBINS GROUP MEMBERS: CHARLES W. ROBINS AS CUST FOR JESSEE ALBERT LEE GROUP MEMBERS: DAVID V. HARKINS GROUP MEMBERS: JAMES WESTRA GROUP MEMBERS: KENT R. WELDON GROUP MEMBERS: KRISTINA A. WATTS GROUP MEMBERS: ROBERT SCHIFF LEE 1988 IRREVOCABLE TRUST GROUP MEMBERS: SCOTT A. SCHOEN GROUP MEMBERS: SCOTT JACKEL GROUP MEMBERS: SCOTT M. SPERLING GROUP MEMBERS: SETH W. LAWRY GROUP MEMBERS: SOREN OBERG GROUP MEMBERS: STEPHEN ZACHARY LEE GROUP MEMBERS: TERRENCE M. MULLEN GROUP MEMBERS: THE 1995 HARKINS GIFT TRUST GROUP MEMBERS: THL CCI INVESTORS LP GROUP MEMBERS: THL EQUITY ADVISORS IV, LLC GROUP MEMBERS: THL FOREIGN FUND IV, L.P. GROUP MEMBERS: THL INVESTMENT MANAGEMENT CORP. GROUP MEMBERS: THOMAS H. LEE GROUP MEMBERS: THOMAS H. LEE CHARITABLE INVESTMENT L.P. GROUP MEMBERS: THOMAS H. LEE EQUITY FUND IV, L.P. GROUP MEMBERS: THOMAS M. HAGERTY GROUP MEMBERS: THOMAS R. SHEPARD GROUP MEMBERS: TODD M. ABBRECHT GROUP MEMBERS: WARREN C. SMITH, JR. GROUP MEMBERS: WENDY L. MASLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRIS COMPANIES INC CENTRAL INDEX KEY: 0001021061 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 411849591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53253 FILM NUMBER: 99641599 BUSINESS ADDRESS: STREET 1: 600 S HIGHWAY 169 STREET 2: STE 1800 CITY: ST LOUIS PARK STATE: MN ZIP: 55426 BUSINESS PHONE: 6125255020 MAIL ADDRESS: STREET 1: 600 SOUTH HIGHWAY 169 STREET 2: SUITE 1800 CITY: ST LOUIS PARK STATE: MN ZIP: 55426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THL CCI INVESTORS LP CENTRAL INDEX KEY: 0001055736 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE STREET 2: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6179516653 SC 13D 1 SCHEDULE 13D 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). 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 - 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 - 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 - 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 - 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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 -21- 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 -22- 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 -23- 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 -24- 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 -25- 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 -26- 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 -27- 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 -28- 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 -29- 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 -30- 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 -31- 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 -32- 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 -33- 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. -34- (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 -35- 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 -36- 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. -37- 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- 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- 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. 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
-40- 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
-41- 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- 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 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 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. 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 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
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, 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] -48- 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. 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
S-1 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page 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
S-2 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ David V. Harkins David V. Harkins S-3 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 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Scott A. Schoen Scott A. Schoen S-5 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ C. Hunter Boll C. Hunter Boll S-6 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Scott M. Sperling Scott M. Sperling S-7 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Anthony J. DiNovi Anthony J. DiNovi S-8 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Thomas M. Hagerty Thomas M. Hagerty S-9 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Warren C. Smith, Jr. Warren C. Smith, Jr. S-10 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Seth W. Lawry Seth W. Lawry S-11 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Kent R. Weldon Kent R. Weldon S-12 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Terrence M. Mullen Terrence M. Mullen S-13 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Todd M. Abbrecht Todd M. Abbrecht S-14 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Charles A. Brizius Charles A. Brizius S-15 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Scott Jaeckel Scott Jaeckel S-16 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Soren Oberg Soren Oberg S-17 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Thomas R. Shepherd Thomas R. Shepherd S-18 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Wendy L. Masler Wendy L. Masler S-19 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Andrew D. Flaster Andrew D. Flaster S-20 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Kristina A. Watts Kristina A. Watts S-21 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 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Stephen Zachary Lee Stephen Zachary Lee S-23 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 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ Charles W. Robins Charles W. Robins S-25 ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO PURCHASE AGREEMENT Counterpart Signature Page /s/ James Westra James Westra S-26 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 THL-CCI INVESTORS LIMITED PARTNERSHIP By: THL Investment Management Corp., its General Partner By: /s/ Wendy Masler Name: Wendy Masler Title: -----END PRIVACY-ENHANCED MESSAGE-----