FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
METRIS COMPANIES INC [ MXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series C Perpetual Convertible Preferred Stock | $37.25(4) | 12/31/2003(1) | J(1) | 267.1 | 06/01/1999 | (6) | Common Stock | 118,870.2(1)(2) | $372.5(5) | 3,137.7 | D | |||
Series C Perpetual Convertible Preferred Stock | $37.25(4) | 12/31/2003(1) | J(1) | 103,122.8 | 06/01/1999 | (6) | Common Stock | 43,173,909.1(1)(2) | $372.5(5) | 1,210,977.2 | I | See Note(3) |
Explanation of Responses: |
1. Shares of Series C Perpetual Convertible Preferred Stock receive pay in kind dividends accruing at a rate of 9% per annum and paid out quarterly, subject to increase in certain circumstances. Dividends of additional shares of Series C Perpetual Convertible Preferred Stock in calendar year 2003 were paid on 3/31/03, 6/30/03, 9/30/03 and 12/21/03. Also the number of shares of Common Stock into which the Series C Perpetual Convertible Preferred Stock is convertible would give effect to a percentage of cumulative dividends through December 9, 2005 if converted in certain circumstances. |
2. The share amounts listed are the amounts of Common Stock and Common Stock equivalents that would be received upon voluntary conversion of the derivative Securities listed in column 9 at any time on or before December 9, 2005. |
3. Represents shares owned directly by certain investment partnerships which may be deemed to be affiliates of the reporting person. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
4. The conversion Price listed is the original Series C Perpetual Convertible Preferred Stock Conversion Price, and does not reflect any subsequent anti-dilution adjustments. |
5. The initial purchase price of Series C Perpetual Convertible Preferred Stock. |
6. Not applicable. |
/s/ Thomas M. Hagerty | 02/17/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |