UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Individual Investor Group, Inc. (Formerly Financial Data Systems, Inc.)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
455907105
(CUSIP Number)
Howard E. Steinberg, Senior Vice President and General Counsel
Reliance Financial Services Corporation
Park Avenue Plaza, New York, New York 10055 (212) 909-1100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
See Item 6
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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>
SCHEDULE 13D
CUSIP No. 3174638 Page 2 of 13 Pages
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reliance Financial Services Corporation
I.R.S. Employer Identification No.: 50-0113548
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 666,666
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 666,666
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,666
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 3174638 Page 3 of 13 Pages
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saul P. Steinberg
Social Security No.: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 621,424
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 621,424
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,424
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Security"), of Individual Investor Group, Inc. (the "Issuer"), whose
principal offices are located at 1633 Broadway, 38th Floor, New York, New York
10019. In accordance with Section 101 of Regulation S-T, this statement restates
the Schedule 13D and all amendments thereto filed by Reliance Financial Services
Corporation, a Delaware corporation ("Reliance Financial"), in respect of the
Security prior to the date hereof.
ITEM 2. Identity and Background.
(a) Reliance Financial Services Corporation
This statement is filed by Reliance Financial relating to the ownership
by its subsidiaries of the Security listed on the cover of this Schedule 13D.
Reliance Financial owns all of the capital stock of Reliance Insurance Company
("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance
subsidiaries and its title insurance subsidiaries underwrite a broad range of
standard commercial and specialty commercial lines of property and casualty
insurance, as well as title insurance. All of the capital stock of Reliance
Financial is owned by Reliance Group Holdings, Inc., a Delaware corporation
("RGH").
Approximately 45% of the common voting stock of RGH is owned by Saul P.
Steinberg, members of his family and affiliated trusts. As a result of his stock
holdings in RGH, Saul P. Steinberg may be deemed to control RGH.
The principal executive offices of each of Reliance Financial and RGH
are located at Park Avenue Plaza, New York, New York 10055.
The names, address and principal occupations of the directors and
executive officers of Reliance Financial, all of whom are United States
citizens, are as follows:
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<PAGE>
Position with Reliance Financial
Name and Business Address and Principal Occupation
- ------------------------- ---------------------------------
Saul P. Steinberg Chairman of the Board, Chief Executive
Reliance Group Holdings, Inc. Officer and Director, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
Robert M. Steinberg President, Chief Operating Officer and
Reliance Group Holdings, Inc. Director, Reliance Financial and RGH;
Park Avenue Plaza Chairman of the Board and Chief Executive
New York, New York 10055 Officer, RIC
George E. Bello Executive Vice President, Controller and
Reliance Group Holdings, Inc. Director, Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
Lowell C. Freiberg Senior Vice President, Chief Financial
Reliance Group Holdings, Inc. Officer and Director, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
Henry A. Lambert Senior Vice President--Real Estate
Reliance Group Holdings, Inc. Investments and Operations, Reliance
Park Avenue Plaza Financial and RGH; President and Chief
New York, New York 10055 Executive Officer, Reliance Development
Group, Inc.
Dennis J. O'Leary Senior Vice President--Taxes, Reliance
Reliance Group Holdings, Inc. Financial and RGH
Park Avenue Plaza
New York, New York 10055
Philip S. Sherman Senior Vice President--Group Controller,
Reliance Group Holdings, Inc. Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
Bruce L. Sokoloff Senior Vice President-- Administration,
Reliance Group Holdings, Inc. Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
Howard E. Steinberg, Esq. Senior Vice President, General Counsel and
Reliance Group Holdings, Inc. Corporate Secretary, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
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<PAGE>
James E. Yacobucci Senior Vice President-- Investments and
Reliance Insurance Company Director, Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
George R. Baker Director, Reliance Financial and RGH;
WMS Industries Corporate Director/Advisor, various
3401 North California Avenue business enterprises
Chicago, Illinois 60618
Dennis A. Busti Director, Reliance Financial and RGH;
Reliance National President and Chief Executive Officer,
Risk Specialists, Inc. Reliance National Risk Specialists, Inc.
77 Water Street
New York, New York 10005
Dr. Thomas P. Gerrity Director, Reliance Financial and RGH; Dean,
The Wharton School the Wharton School of the University of
University of Pennsylvania Pennsylvania
Steinberg Hall- Dietrich Hall
3620 Locust Walk
Philadelphia, PA 19104
Jewell J. McCabe Director, Reliance Financial and RGH;
Jewell Jackson McCabe President, Jewell Jackson McCabe Associates
Associates
50 Rockefeller Plaza
Suite 46
New York, New York 10020
Irving Schneider Director, Reliance Financial and RGH;
Helmsley-Spear, Inc. Executive Vice President, Helmsley-Spear,
60 East 42nd Street Inc.
New York, New York 10165
Bernard L. Schwartz Director, Reliance Financial and RGH;
Loral Corporation Chairman of the Board and Chief Executive
600 Third Avenue Officer, Loral Space & Communications, Ltd.
New York, New York 10016
Richard E. Snyder Director, Reliance Financial and RGH;
237 Park Avenue, Suite 2112 Chairman and Chief Executive Officer of
New York, New York 10017 Golden Books Family Entertainment, Inc.
Thomas J. Stanton, Jr. Director, Reliance Financial and RGH;
240 South Mountain Avenue Chairman Emeritus, National Westminster
Montclair, New Jersey 07042 Bank NJ
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<PAGE>
Neither Reliance Financial nor, to the best of its knowledge, any other
person named in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor,
except as set forth below, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
On February 17, 1994, in settlement of an administrative proceeding
concerning the accounting treatment for certain transactions in 1986 in the
fixed income portfolio of RIC, without admitting or denying the allegations
against it, RGH agreed to entry of an order by the Securities and Exchange
Commission that RGH cease and desist from committing or causing any violation,
and from committing or causing any future violation of, Section 13(a) of the
Securities Exchange Act of 1934, as amended and Rules 13a-1 and 13a-3
thereunder.
(b) Saul P. Steinberg
This statement is also filed by Saul P. Steinberg. Mr. Steinberg is
the father of Jonathan Steinberg, the President and Chairman of the Board of
Directors of the Issuer. Saul P. Steinberg's occupation, citizenship and
business address are set forth in Item 2(a) hereof.
Saul P. Steinberg has not, during the last five years, been convicted
in any criminal proceeding, excluding traffic violations or similar
misdemeanors, or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 3. Source and Amount of Funds or Other Consideration.
Not Applicable
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<PAGE>
ITEM 4. Purpose of Transaction.
The Securities beneficially owned by RIC are held for investment as
part of its general investment portfolio.
The Securities beneficially owned by Saul P. Steinberg are held for
investment as part of Mr. Steinberg's personal investment portfolio.
Subject to availability and price and subject to applicable laws and
regulations, RIC and Saul P. Steinberg may increase their respective holdings of
Securities or dispose of all or a portion of such Securities on terms and at
prices determined by them.
Subject to the disclaimer set forth below, Reliance Financial and Saul
P. Steinberg may be deemed to be a "group" within the meaning of Regulation
13d-5 promulgated under the Securities Exchange Act of 1934, as amended. As
Chairman of the Board, Chief Executive Officer and principal stockholder of RGH,
Mr. Steinberg may be deemed to control Reliance Financial. Notwithstanding these
relationships, Reliance Financial and Saul P. Steinberg each disclaims
membership in any group comprised of Reliance Financial and Saul P. Steinberg
because neither Reliance Financial nor Saul P. Steinberg is obliged, and neither
has agreed, to act in concert and each expects to act independently according to
their respective interests regarding their respective investment in the
Securities.
ITEM 5. Interest in Securities of the Issuer.
According to the Issuer's quarterly report on Form 10-QSB filed with
the Securities and Exchange Commission for the quarterly period ended March 31,
1996, the number of shares of the Security outstanding has increased to
6,308,903. As a result, the Securities beneficially owned by Reliance Financial,
which total 666,666 shares, to the best knowledge of Reliance Financial,
comprise approximately 10.6% of the Securities outstanding. RIC has sole voting
and dispositive power over the Securities beneficially owned by Reliance
Financial.
As a result of the increase in the number of shares of the Security
outstanding, the Securities beneficially owned by Saul P. Steinberg, which total
621,424 shares, to the best knowledge of Saul P. Steinberg, comprise 9.8% of the
Securities outstanding. Subject to the Security Agreement disclosed in Item 6
herein, Saul P. Steinberg has sole voting and dispositive power over the
Securities beneficially owned by him.
To the best knowledge of Reliance Financial, the other persons named in
Item 2 hereof do not own in the aggregate more than 5,000 shares of the Security
except for Bruce L. Sokoloff who, to the best knowledge of Reliance Financial,
beneficially owns 16,000 shares of the Security, including 10,000 shares which
Mr. Sokoloff has the right to acquire pursuant to a currently exercisable
option. Neither Reliance Financial, nor to Reliance Financial's knowledge, any
of the other persons named in Item 2 hereof has effected any transaction in the
Security during the 60 days preceding the date of this filing.
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<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except for the foregoing or as herein disclosed, neither Reliance
Financial, nor to Reliance Financial's knowledge, any other person named in Item
2(a) has any contract, arrangement, understanding or relationship with any
person with respect to any Securities.
Pursuant to a Stockholder Agreement, dated as of January 1, 1989 (the
"Stockholder Agreement"), among the Issuer, Saul P. Steinberg, Jonathan L.
Steinberg and certain other security holders of the Issuer, Saul P. Steinberg
has piggyback registration rights with respect to the Securities he beneficially
owns when and if the Issuer files a registration statement.
Pursuant to a Units Purchase Agreement, dated December 4, 1991 (the
"Units Purchase Agreement"), between the Issuer and RIC, RIC has the right to
demand that the Issuer file a registration statement covering any or all of the
Securities, as may be designated by RIC. RIC has the right to make such a demand
twice, but not more than once in any one-year period. In addition, RIC has
piggyback registration rights with respect to the Securities when and if the
Issuer files a registration statement.
Pursuant to a Guaranty and Security Agreement, dated April 22, 1996
(the "Security Agreement"), in favor of Republic National Bank of New York
("Republic"), Saul P. Steinberg and Jonathan L. Steinberg, jointly and
severally, guaranteed a $3,000,000 demand grid note, dated April 22, 1996, of
Wise Partners, L.P., a Delaware limited partnership of which Saul P. Steinberg
is the limited partner and Jonathan L. Steinberg is the general partner, and
Saul P. Steinberg pledged to Republic 500,000 shares of the Securities and
Jonathan L. Steinberg pledged to Republic 55,000 shares of the Securities as
partial security for such guaranty. Upon an event of default under the Security
Agreement, Republic may, with notice, exercise all voting rights and foreclose
upon and sell such pledged shares. Except for the foregoing or as herein
disclosed, Saul P. Steinberg does not have any contract, arrangement,
understanding or relationship with any person with respect to any Securities.
ITEM 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement between Reliance Financial Services
Corporation and Saul P. Steinberg.
2. Stockholder Agreement (incorporated herein by reference to
Exhibit A to the Schedule 13D of Jonathan L. Steinberg relating to the
Issuer, which Schedule 13D was filed in paper format).
3. Units Purchase Agreement (incorporated herein by reference to
Exhibit 5 to the Schedule 13D of Reliance Financial and Saul P. Steinberg
relating to the Issuer, which Schedule 13D was filed in paper format).
4. Security Agreement (incorporated herein by reference to
Exhibit K to Amendment No. 4 to the Schedule 13D of Jonathan L. Steinberg
relating to the Issuer).
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<PAGE>
SIGNATURE
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.
Dated: July 3, 1996
RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ James E. Yacobucci
----------------------------
James E. Yacobucci
Senior Vice President-Investments
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<PAGE>
SIGNATURE
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.
Dated: July 3, 1996
By: /s/ Saul P. Steinberg
----------------------------
Saul P. Steinberg
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
----------- ------------ --------
1 Joint Filing Agreement
2 Stockholder Agreement
3 Units Purchase Agreement
4 Security Agreement
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<PAGE>
Exhibit 1
Joint Filing Agreement
Reliance Financial Services Corporation and Saul P. Steinberg hereby agree that
the Schedule 13D to which this Joint Filing Agreement is attached is filed on
behalf of each of them.
Dated: July 3, 1996 RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ James E. Yacobucci
------------------------------
James E. Yacobucci
Senior Vice President-Investments
SAUL P. STEINBERG
/s/ Saul P. Steinberg
------------------------------
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