<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
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Reliance Group Holdings, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
75946410
---------------------
(CUISP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 75946410 13G Page 2 of 12 Pages
----------------- ------- -------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Steinberg Group
(No. S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
41,222,403
6 SHARED VOTING POWER
14,859,816
7 SOLE DISPOSITIVE POWER
41,365,448
8 SHARED DISPOSITIVE POWER
14,876,706
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,242,154
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
50.3%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 75946410 13G Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saul P. Steinberg
S.S. No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
29,965,393
(See Note 1)
6 SHARED VOTING POWER
13,956,482
(See Notes 2, 3, 4, 6, 7, 8 and 9)
7 SOLE DISPOSITIVE POWER
30,083,496
(See Notes 1 and 5)
8 SHARED DISPOSITIVE POWER
13,956,482
(See Notes 2, 3, 4, 6, 8 and 9)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,039,978
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 75946410 13G Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Steinberg
S.S. No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
5,460,570
(See Note 10)
6 SHARED VOTING POWER
13,028,056
(See Notes 3, 4, 7, 9 and 11)
7 SOLE DISPOSITIVE POWER
5,485,512
(See Notes 10 and 12)
8 SHARED DISPOSITIVE POWER
13,028,056
(See Notes 3, 4, 9 and 11)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,513,568
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 75946410 13G Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anne Steinberg
S.S. No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
12,356,010
(See Note 3)
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,356,010
(See Note 3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,356,010
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 75946410 13G Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roni Sokoloff
S.S. No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
2,700,130
6 SHARED VOTING POWER
485,080
(See Note 13)
7 SOLE DISPOSITIVE POWER
2,700,130
8 SHARED DISPOSITIVE POWER
501,970
(See Notes 13 and 14)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,202,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 75946410 13G Page 7 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynda Jurist
S.S. No.: 077-050-3572
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
3,096,310
6 SHARED VOTING POWER
10,000
(See Note 15)
7 SOLE DISPOSITIVE POWER
3,096,310
8 SHARED DISPOSITIVE POWER
10,000
(See Note 15)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,106,310
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Reliance Group Holdings, Inc.
........................................................
Item 1(b) Address of Issuer's Principal Executive Offices:
Park Avenue Plaza, 55 East 52nd Street, New York, New York l0055
........................................................
Item 2(a) Name of Persons Filing:
The Steinberg Group, Saul P. Steinberg, Robert M. Steinberg, Anne
Steinberg, Roni Sokoloff and Lynda Jurist
........................................................
Item 2(b) Address of Principal Business Office or, if none, Residence:
Park Avenue Plaza, 55 East 52nd Street, New York, New York l0055
........................................................
Item 2(c) Citizenship:
See Item 4 on each of the cover pages hereto.
........................................................
Item 2(d) Title of Class of Securities:
Common Stock, $.l0 par value
........................................................
Item 2(e) CUSIP Number:
759464l0
........................................................
Item 3 Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned As of December 3l, l993
See Item 9 on each of the cover pages hereto.
........................................................
(b) Percent of Class:
See Item ll on each of the cover pages hereto.
........................................................
(c) Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote
See Item 5 on each of the cover pages hereto.
........................................................
(ii) shared power to vote or to direct the vote
See Item 6 on each of the cover pages hereto.
........................................................
(iii) sole power to dispose or to direct the disposition of
See Item 7 on each of the cover pages hereto.
........................................................
(iv) shared power to dispose or to direct the disposition of
See Item 8 on each of the cover pages hereto.
........................................................
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
........................................................
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
........................................................
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable
........................................................
Item 8. Identification and Classification of Members of the Group.
The members of the Steinberg Group are Saul P. Steinberg, Robert M.
Steinberg, Anne Steinberg, Roni Sokoloff and Lynda Jurist.
........................................................
Item 9. Notice of Dissolution of Group.
Not Applicable
........................................................
Item 10. Certification.
Not Applicable
........................................................
-9-
<PAGE>
Notes to Cover Pages - Steinberg Group Amendment No. 7 To Schedule 13G
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l. Includes 55,340 shares held by Saul P. Steinberg as custodian for his
children, as to which he disclaims beneficial ownership.
2. Includes 75,l80 shares owned by Saul P. Steinberg's mother, Anne
Steinberg, 336,300 shares owned by Saul P. Steinberg's wife, Gayfryd Steinberg
and l5,200 shares held by Gayfryd Steinberg as custodian for Jeremy Rayne
Steinberg, as to all of which he disclaims beneficial ownership.
3. Includes l2,280,830 shares owned by the Article III Residuary Trust
under the will of Julius Steinberg. Saul P. Steinberg, his brother Robert M.
Steinberg, Anne Steinberg and a fourth person are the trustees thereof.
4. Includes l82,900 shares owned by, and 56,072 shares based on the
assumed exercise of warrants to purchase Common Stock owned by, the Reliance
Group Holdings, Inc. Pension Trust. Saul P. Steinberg, Robert M. Steinberg and
two other persons are the trustees thereof. Voting and dispositive power with
respect to such shares and warrants (including the power to exercise the
warrants) has been transferred by the trustees to LaSalle National Trust, N.A.
("LaSalle"), as independent fiduciary. The trustees may revoke the authority
of LaSalle on 30 days' notice. Saul P. Steinberg and Robert M. Steinberg
disclaim beneficial ownership of such shares.
5. Includes 118,103 shares allocable to Saul P. Steinberg's contributions
under the Reliance Insurance Company Savings Incentive Plan (the "SIP"), as to
which Saul P. Steinberg has dispositive power.
6. Includes 910,000 shares held by the Saul and Gayfryd Steinberg
Foundation, Inc.
7. Does not include any of the shares held in the SIP; the Trustee of the
SIP votes the shares held in the SIP in the same proportions as all other
outstanding shares are voted.
8. Excludes 9,327,133 shares based on the assumed exercise of warrants to
purchase Common Stock owned by Reliance Insurance Company, an indirect wholly-
owned subsidiary of Reliance Group Holdings, Inc. Saul P. Steinberg disclaims
beneficial ownership of such shares.
9. Includes 50,000 shares owned by the Jeremy Rayne Steinberg 1989 Trust
and 50,000 shares owned by the Gayfryd Holden Steinberg 1989 Trust. Jeremy
Rayne Steinberg and Gayfryd Holden Steinberg are children of Saul P. Steinberg.
Robert M. Steinberg is the trustee of such trusts. Robert M. Steinberg and Saul
P. Steinberg disclaim beneficial ownership of such shares.
10. Includes 101,730 shares held by Robert M. Steinberg as custodian for
his children, as to which Robert M. Steinberg disclaims beneficial ownership,
and 250,000 shares based on the assumed exercise of options to purchase Common
Stock owned by Robert M. Steinberg.
-10-
<PAGE>
11. Includes 314,100 shares owned by, and 94,154 shares based on the
assumed exercise of warrants to purchase Common Stock owned by, the Commonwealth
Land Title Insurance Company Pension Trust. Robert M. Steinberg and four other
persons are the trustees thereof. Voting and dispositive power with respect to
such shares and warrants (including the power to exercise the warrants) has been
transferred by the trustees to LaSalle, as independent fiduciary. The trustees
may revoke the authority of LaSalle on 30 days' notice. Robert M. Steinberg
disclaims beneficial ownership of such shares.
12. Includes 24,942 shares allocable to Robert M. Steinberg's
contributions under the SIP, as to which Robert M. Steinberg has dispositive
power.
13. Includes 400,000 shares owned by Roni Sokoloff's husband, 52,580
shares held by her husband as custodian for their children and 32,500 shares
based on the assumed exercise of options to purchase Common Stock owned by her
husband, as to all of which Roni Sokoloff disclaims beneficial ownership. Roni
Sokoloff is the sister of Saul P. Steinberg and Robert M. Steinberg.
14. Includes 16,890 shares allocable to the contributions of Roni
Sokoloff's husband under the SIP, as to which Mr. Sokoloff has dispositive
power, and as to which Roni Sokoloff disclaims beneficial ownership.
l5. Includes l0,000 shares owned by Lynda Jurist's husband, as to which
Lynda Jurist disclaims beneficial ownership. Lynda Jurist is the sister of Saul
P. Steinberg and Robert M. Steinberg.
-11-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 4, l994 as of December 3l, l993
.........................................
Date
/s/ Saul P. Steinberg
.........................................
Signature
Saul P. Steinberg
.........................................
Name
/s/ Robert M. Steinberg
.........................................
Signature
Robert M. Steinberg
........................................
Name
/s/ Anne Steinberg
........................................
Signature
Anne Steinberg
.........................................
Name
/s/ Roni Sokoloff
.........................................
Signature
Roni Sokoloff
.........................................
Name
/s/ Lynda Jurist
.........................................
Signature
Lynda Jurist
.........................................
Name
-12-
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
- ----------- ------------
<S> <C>
1 Joint Filing Agreement
</TABLE>
<PAGE>
Exhibit l
---------
Joint Filing Agreement
----------------------
Each of the persons signing below hereby agrees that the Schedule l3G to
which this Joint Filing Agreement is attached is filed on behalf of each of
them.
Dated: February 4, l994
/s/ Saul P. Steinberg
------------------------------
Saul P. Steinberg
/s/ Robert M. Steinberg
------------------------------
Robert M. Steinberg
/s/ Anne Steinberg
------------------------------
Anne Steinberg
/s/ Roni Sokoloff
------------------------------
Roni Sokoloff
/s/ Lynda Jurist
------------------------------
Lynda Jurist
