<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Reliance Group Holdings, Inc.
----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
----------------------------------------------------------------------------
(Title of Class of Securities)
759464100
-------------------
(CUSIP Number)
February 4, 1998
----------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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. 759464100 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
5. SOLE VOTING POWER
44,652,267
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
7,179,261
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
44,836,259
8. SHARED DISPOSITIVE POWER
7,206,359
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,042,618
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.1%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 759464100 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
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
5. SOLE VOTING POWER
29,654,053(See Note 1)
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
6,357,510 (See Notes 2, 3, 5, 6 and 7)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
29,802,838 (See Notes 1 and 4)
8. SHARED DISPOSITIVE POWER
6,357,510 (See Notes 2, 3, 5, and 7)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,160,348 (See Note 7)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.1%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 759464100 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
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
5. SOLE VOTING POWER
6,427,680 (See Notes 8 and 9)
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
5,280,830 (See Notes 3 and 6)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
6,462,887 (See Notes 8, 9 and 10)
8. SHARED DISPOSITIVE POWER
5,280,830 (See Note 3)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,743,717
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 759464100 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anne Steinberg
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
5. SOLE VOTING POWER
-0-
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
5,356,010 (See Note 3)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
-0-
8. SHARED DISPOSITIVE POWER
5,356,010 (See Note 3)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,356,010
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 759464100 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roni Sokoloff
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
5. SOLE VOTING POWER
3,829,730
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
761,245 (See Note 11)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
3,829,730
8. SHARED DISPOSITIVE POWER
788,343 (See Notes 11 and 12)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,618,073
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 759464100 13G Page 7 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynda Jurist
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
5. SOLE VOTING POWER
4,665,624 (See Note 13)
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
135,686 (See Note 14)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH
4,665,624 (See Note 13)
8. SHARED DISPOSITIVE POWER
135,686 (See Note 14)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,801,310
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
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
10055
..............................................................
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, $.10 par value
..............................................................
Item 2(e) CUSIP Number:
759464100
..............................................................
Item 3 (g) Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned As of December 3l, l998 See
Item 9 on each of the cover pages hereto.
..............................................................
(b) Percent of Class:
See Item 11 on each of the cover pages hereto.
..............................................................
(c) Number of shares as to which such person has:
<PAGE>
(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
..............................................................
<PAGE>
Notes to Cover Pages - Steinberg Group Amendment No. 12 To Schedule 13G
l. Includes 4,000 shares held by Saul P. Steinberg as custodian for his
children, as to which he disclaims beneficial ownership, 375,000 based on the
assumed exercise of options to purchase Common Stock owned by Saul P. Steinberg
and 3,000,000 shares owned by Steinberg Family Partners, L.P., a family limited
partnership whose general partner is an entity controlled by Saul P. Steinberg.
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, Saul P. Steinberg's son, as to all of which Saul P. Steinberg
disclaims beneficial ownership.
3. Includes 5,280,830 shares owned by four separate trusts relating to
the estate of Julius Steinberg. Saul P. Steinberg, his brother Robert M.
Steinberg, Anne Steinberg and a fourth person are the trustees of each of the
trusts.
4. Includes 148,785 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.
5. Includes 650,000 shares held by the Saul and Gayfryd Steinberg
Foundation, Inc. Saul P. Steinberg disclaims beneficial ownership of such
shares.
6. Does not include any of the shares held in the SIP; the Trustee of
the SIP votes the shares held in the SIP in its sole discretion, in accordance
with the fiduciary standards of the Employee Retirement Income Security Act of
1974, as amended.
7. Does not include 50,000 shares owned by the Jeremy Rayne Steinberg
1989 Trust, 50,000 shares owned by the Gayfryd Holden Steinberg 1989 Trust and
51,340 shares owned by the Julian David Steinberg 1993 Trust. Jeremy Rayne
Steinberg, Gayfryd Holden Steinberg and Julian David Steinberg are children of
Saul P. Steinberg. Robert M. Steinberg is the trustee of such trusts.
8. Includes 50,000 shares owned by the Jeremy Rayne Steinberg 1989
Trust, 50,000 shares owned by the Gayfryd Holden Steinberg 1989 Trust and 51,340
shares owned by the Julian David Steinberg 1993 Trust. Jeremy Rayne Steinberg,
Gayfryd Holden Steinberg and Julian David Steinberg are children of Saul P.
Steinberg. Robert M. Steinberg is the trustee of such trusts.
Robert M. Steinberg disclaims beneficial ownership of such shares.
9. Includes 1,437,50O shares based on the assumed exercise of options
to purchase Common Stock owned by Robert M. Steinberg.
<PAGE>
10. Includes 35,207 shares allocable to Robert M. Steinberg's
contributions under the SIP, as to which Robert M. Steinberg has dispositive
power.
11. Includes 400,000 shares owned by Roni Sokoloff's husband, 52,580
shares held by her husband as custodian for their children and 147,500 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. Also
includes 161,165 shares held by The Roni and Bruce Sokoloff Foundation, Inc.
Roni Sokoloff is the sister of Saul P. Steinberg and Robert M. Steinberg.
12. Includes 27,098 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.
13. Includes 89,940 shares held by Lynda Jurist as custodian for
her children, as to which Lynda Jurist disclaims beneficial ownership.
l4. Includes l0,000 shares owned by Lynda Jurist's husband, as to which
Lynda Jurist disclaims beneficial ownership, and 125,686 shares held by The
Lynda and Joseph Jurist Foundation, Inc. Lynda Jurist is the sister of Saul P.
Steinberg and Robert M. Steinberg.
<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 11, l999 as of December 3l, l998.........................
/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
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
1 Joint Filing Agreement
<PAGE>
Exhibit 1
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 11, l999
/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
