-----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, WKoa1K2yrbZsrFZF7xu1Z1VprjV1wHnzY17ihNKdlTA8sgDjFyixhfWFLrRBAKnr feBETLJ9f7gz3F4TjxsHhQ== 0000914427-02-000087.txt : 20020414 0000914427-02-000087.hdr.sgml : 20020414 ACCESSION NUMBER: 0000914427-02-000087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 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 AS TRUSTEE FOR JESSE ALBERT LEE GROUP MEMBERS: DAVID V. HARKINS 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 JAECKEL 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 EQUITY ADVISORS IV, LLC GROUP MEMBERS: THL FOREIGN FUND IV, L.P. GROUP MEMBERS: THL FOREIGN FUND IV-B, L.P. GROUP MEMBERS: THOMAS H. LEE EQUITY FUND IV, L.P. GROUP MEMBERS: THOMAS M. HAGERTY GROUP MEMBERS: THOMAS R. SHEPHERD GROUP MEMBERS: TODD M. ABBRECHT GROUP MEMBERS: WARREN C. SMITH, JR. GROUP MEMBERS: WENDY L. MASLER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THL EQUITY ADVISORS IV LLC CENTRAL INDEX KEY: 0001107968 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE COMPANY STREET 2: 76 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE COMPANY STREET 2: 76 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53253 FILM NUMBER: 02546959 BUSINESS ADDRESS: STREET 1: 10900 WAYZABA BLVD CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6125255020 MAIL ADDRESS: STREET 1: 10900 WAYZABA BLVD CITY: MINNETONKA STATE: MN ZIP: 55305 SC 13D/A 1 metris13d2a.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) December 31, 2001 (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 37,351,468 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 37,351,468 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,351,468 (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) 36.3% 14. TYPE OF REPORTING PERSON OO 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 32,998,134 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 32,998,134 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,998,134 (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) 32.1% 14. TYPE OF REPORTING PERSON PN 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 1,141,149 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 1,141,149 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,141,149 (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) 1.1% 14. TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 591598 10 7 1. NAME OF REPORTING PERSON - THL Foreign Fund IV-B, 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 3,212,185 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 3,212,185 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,212,185 (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) 3.1% 14. TYPE OF REPORTING PERSON PN 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 504,745 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 504,745 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,745 (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) 0.5% 14. TYPE OF REPORTING PERSON OO 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 138,605 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 12,951 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 138,605 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 12,951 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,556 (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 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 0 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 12,951 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 12,951 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,951 (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 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 96,783 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 96,783 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,783 (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 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 119,283 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 119,283 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,283 (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 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 96,783 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 96,783 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,783 (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 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 96,783 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 96,783 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,783 (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 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 119,283 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 119,283 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,283 (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 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 96,783 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 96,783 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,783 (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 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 40,421 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 40,421 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,421 (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 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 26,920 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 26,920 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,920 (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 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 21,471 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 21,471 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,471 (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 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 21,471 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 21,471 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,471 (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 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 16,071 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 16,071 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,071 (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 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 6,144 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 6,144 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,144 (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 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 6,144 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 6,144 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,144 (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 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 11,318 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 11,318 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,318 (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 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 2,474 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,474 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474 (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 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 2,474 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,474 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474 (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 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 1,633 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 1,633 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,633 (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 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 9,733 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 9,733 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER
0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,733 (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 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 9,733 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 9,733 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,733 (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 SCHEDULE 13D CUSIP No. 591598 10 7 1. NAME OF REPORTING PERSON - Charles W. Robins as Trustee 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 6,386 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 6,386 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,386 (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 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 2,474 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,474 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474 (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 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 2,474 (See Item 5) NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,474 (See Item 5) PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474 (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 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 9,604 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 9,604 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,604 (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 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 214,699(See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 214,699 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,699 (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 SCHEDULE 13D CUSIP No. 591598 10 7 1. NAME OF REPORTING PERSON - Thomas H Lee Investors Limited Partnership (f/k/a THL-CCI 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 9,604(See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 9,604 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,604 (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 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 22,500 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 38,080,516 (See Item 5) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 22,500 PERSON WITH 10. SHARED DISPOSITIVE POWER 38,080,516 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,103,016 (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) 37.0% 14. TYPE OF REPORTING PERSON IN SCHEDULE 13D This Amendment No. 2 amends and restates Items 2 and 5 of the Schedule 13D of the Reporting Persons (as defined below) with respect to the shares of common stock, par value $.01 per share (the "Shares"), of Metris Companies Inc. (the "Issuer"). The sole reason this Amendment is being filed is to reflect the increase in beneficial ownership of the Shares by the Reporting Persons due to (i) pay-in-kind dividends received by the Reporting Persons pursuant to the Certificate of Designation of Series C Shares (which has not been amended), (ii) changes in the number of Shares issuable upon conversion of Series C Shares in accordance with the terms of the Certificate of Designation of Series C Shares (which has not been amended) and (iii) options to purchase Shares received by certain Reporting Persons in their capacity as directors of the Issuer. The Reporting Persons have not purchased any Shares or other securities of the Issuer since the filing of the original Schedule 13D. 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) Thomas H. Lee Foreign Fund IV-B, L.P., a Delaware limited partnership ("Foreign Fund B"), (5) Thomas H. Lee Investors Limited Partnership (f/k/a THL-CCI Limited Partnership), a Massachusetts Limited Partnership ("THL-CCI"), (6) THL Investment Management Corp., a Massachusetts corporation ("Management Corp."), (7) Thomas H. Lee Charitable Investment L.P., a Massachusetts limited partnership ("Charitable Investment"), (8) Thomas H. Lee, an individual, and (9) certain parties affiliated with Thomas H. Lee Partners, L.P., a Delaware limited partnership (the "Affiliate Purchasers") (set forth on the attached Schedule I). The address of each of the Reporting Persons is c/o Thomas H. Lee Partners, L.P., 75 State Street, Boston, Massachusetts 02109. Each of Equity Fund, Foreign Fund and Foreign Fund B is principally engaged in the business of investment in securities. Advisors is principally engaged in the business of serving as general partner of each of Equity Fund, Foreign Fund and Foreign Fund B. 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. (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 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 January 1, 2001, the Reporting Persons beneficially owned in the aggregate 39,060,113 ( 37.9%) of the 102,821,725 outstanding Shares of the Issuer (assuming conversion of the Series C Shares and exercise of options held by David V. Harkins, C. Hunter Boll, Thomas M. Hagerty and Thomas H. Lee). 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, Foreign Fund or Foreign Fund B, (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 terms of the Series C Shares limit the number of Shares into which the Series C Shares of any person or group can convert so that the Shares issued upon conversion will not cause a change of control to occur as defined in the indentures for the Company's 10% Senior Notes due 2004 and 10 1/8% Senior Notes due 2006, with the balance of beneficial interest to be issued in non-voting common stock equivalents of the Issuer. The number of Shares beneficially owned by the Reporting Persons listed in this report equals the maximum number of Shares into which the Series C Shares can be voluntarily converted during 2002. If voluntarily converted, the actual number of Shares issued may be less than the numbers reported herein in accordance with the limitation described above. The Reporting Persons 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 Reporting Persons 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 32,998,134 Shares, representing approximately 32.1% 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 1,141,149 Shares, representing approximately 1.1% of the outstanding shares. Foreign Fund may be deemed to share with Advisors voting and dispositive power with respect to such Shares. Foreign Fund B has obtained direct beneficial ownership of 3,212,185 Shares, representing approximately 3.1% of the outstanding shares. Foreign Fund B may be deemed to share with Advisors voting and dispositive power with respect to such Shares. Advisors, as sole general partner of Equity Fund, Foreign Fund and Foreign Fund B, may be deemed to share voting and dispositive power with respect to 37,351,468 Shares beneficially owned by Equity Fund, Foreign Fund and Foreign Fund B, which represents approximately 36.3% of the outstanding shares. 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, Foreign Fund and Foreign Fund B. THL-CCI has obtained direct beneficial ownership of 9,604 Shares, 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 9,604 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 214,699 Shares, 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 grantor of the 1997 Thomas H. Lee Nominee Trust, may be deemed to share voting and dispositive power with respect to 38,080,516 Shares beneficially owned by such entities, which represents approximately 37.0% 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, except for the 1995 Harkins Gift Trust and Charles W. Robins as Trustee for Jesse Albert Lee. 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 by him as Trustee 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. 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 THOMAS H. LEE FOREIGN FUND IV-B, 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 Thomas H. Lee Investors Limited Partnership (f/k/a 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 Trustee 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 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, Jesse Albert Lee, Andrew D. Flaster and Terrence M. Mullen, is employed by Thomas H. Lee Partners, L.P., 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, Todd M. Abbrecht, Charles A. Brizius, Scott Jaeckel, Soren Oberg, Thomas R. Shepherd, Wendy L. Masler, 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. Andrew D. Flaster and Terrence M. Mullen were previously employed by Thomas H. Lee Partners, L.P. Each of the following officers of THL Investment Management Corp. is a United States citizen and, with the exception of Charles W. Robins and James Westra, is employed by Thomas H. Lee Partners, L.P., 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 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: Charles Holden 12 Avon Court, Wakefield, MA 01880 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 Trustee for Jesse Albert Lee, Charles W. Robins, James Westra -----END PRIVACY-ENHANCED MESSAGE-----