SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 25, 2002
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METRIS COMPANIES INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12351 41-1849591
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(Commission file number) (IRS employer identification no.)
10900 Wayzata Boulevard, Minnetonka, Minnesota 55305-1534
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(Address of Principal Executive Offices, Including Zip Code)
(952) 525-5020
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 Pages
ITEM 5. OTHER EVENTS.
On October 25, 2002, Metris Companies Inc. (the "Company") entered
into a Distribution and Management Agreement (the "Distribution Agreement") with
Sumner Harrington Ltd. with respect to the issue and sale by the Company of up
to $150,000,000 aggregate principal amount of the Company's Renewable Unsecured
Subordinated Notes (the "Notes") to be issued under the Company's previously
filed Registration Statement on Form S-3 (File No. 333-47066) (the "Registration
Statement"). The purchase price, interest rate, maturity date and other terms of
the Notes (as applicable) will be agreed upon between the Company and the
applicable agent(s) and specified in an interest rate supplement to the
prospectus to be prepared by the Company in connection with each sale of Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following Exhibits are filed as part of this Report and as an
exhibit to the Registration Statement.
1.1 Distribution and Management Agreement, dated as of October 25,
2002, by and between Metris Companies Inc. and Sumner
Harrington Ltd.
4.1 Indenture, dated as of October 25, 2002, between Metris
Companies Inc. and U.S. Bank National Association, as Trustee
4.2 First Supplemental Indenture, dated as of October 25, 2002, by
and between Metris Companies Inc. and U.S. Bank National
Association, as Trustee
4.3 Form of Subscription Agreement
4.4 Form of Written Confirmation
5.1 Opinion of Dorsey & Whitney LLP with respect to legality of
Notes
8.1 Opinion of Dorsey & Whitney LLP with respect to tax matters
23.1 Consent of Dorsey & Whitney LLP (included in Exhibits 5.1 and
8.1)
Page 2 of 4 Pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METRIS COMPANIES INC.
By: /s/ Ralph A. Than
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Ralph A. Than
Senior Vice President, Treasurer
Dated: October 25, 2002
Page 3 of 4 Pages
EXHIBIT INDEX
Exhibit No. Description
1.1 Distribution and Management Agreement, dated as of October 25,
2002, by and between Metris Companies Inc. and Sumner Harrington
Ltd.
4.1 Indenture, dated as of October 25, 2002, between Metris Companies
Inc. and U.S. Bank National Association, as Trustee
4.2 First Supplemental Indenture, dated as of October 25, 2002, by
and between Metris Companies Inc. and U.S. Bank National
Association, as Trustee
4.3 Form of Subscription Agreement
4.4 Form of Written Confirmation
5.1 Opinion of Dorsey & Whitney LLP with respect to legality of Notes
8.1 Opinion of Dorsey & Whitney LLP with respect to tax matters
23.1 Consent of Dorsey & Whitney LLP (included in Exhibits 5.1 and
8.1)
Page 4 of 4 Pages