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Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Individual Investor Group, Inc. (Formerly Financial Data Systems, Inc.)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
455907105
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(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 Notice and Communications)
See Item 5
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(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 455907105 Page 2 of 13 Pages
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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 APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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 666,666
PERSON
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)
7.9%
14. TYPE OF REPORTING PERSON*
HC
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SCHEDULE 13D
CUSIP No. 455907105 Page 3 of 13 Pages
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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) [ ]
(b) [x]
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 621,424
PERSON
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)
7.3%
14. TYPE OF REPORTING PERSON*
IN
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Page 4 of 13 Pages
The following information amends or supplements, as the case
may be, the information previously filed by Reliance Financial Services
Corporation ("Reliance Financial") relating to the ownership by its
subsidiaries of the class of securities (the "Security") listed on the
cover of this Schedule 13D.
The following information also amends or supplements, as the
case may be, the information previously filed by Saul P. Steinberg
relating to his ownership of the Security.
ITEM 2. Identity and Background.
The information in Item 2 is amended to read in its entirety
as follows:
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Page 5 of 13 Pages
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Reliance Financial, a Delaware corporation. Reliance
Financial owns all of the outstanding stock of Reliance Insurance Company
("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance
subsidiaries underwrite a broad range of standard commercial and specialty
commercial lines of property and casualty insurance. All of the capital stock of
Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware
corporation ("RGH").
Approximately 43.7% 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, 55 East 52nd Street, 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:
Name and Business Address Position with Reliance Financial and
- ------------------------- Principal Occupation
--------------------------------------
Saul P. Steinberg Chairman of the Board, Chief
Reliance Group Holdings, Inc. Executive Officer and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
Robert M. Steinberg President, Chief Operating
Reliance Group Holdings, Inc. Officer and Director, Reliance
Park Avenue Plaza Financial and RGH; Chairman of
New York, New York 10055 the Board and Chief Executive
Officer, RIC
George E. Bello Executive Vice President
Reliance Group Holdings, Inc. Controller and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
Lowell C. Freiberg Executive Vice President, Chief
Reliance Group Holdings, Inc. Financial Officer and Director,
Park Avenue Plaza Reliance Financial and RGH
New York, New York 10055
Howard E. Steinberg, Esq. Executive Vice President, General
Reliance Group Holdings, Inc. Counsel and Corporate
Park Avenue Plaza Secretary, Reliance Financial
New York 10055 and RGH
Henry A. Lambert Senior Vice President--Real
Reliance Group Holdings, Inc. Estate Investments and
Park Avenue Plaza Operations, Reliance Financial
New York, New York 10055 and RGH; President and Chief
Executive Officer, Reliance
Development Group, Inc.
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Page 6 of 13 Pages
Dennis J. O'Leary Senior Vice President--Taxes,
Reliance Group Holdings, Inc. Reliance Financial and RGH
Park Avenue Plaza
New York, New York 10055
Philip S. Sherman Senior Vice President--Group
Reliance Group Holdings, Inc. Controller, Reliance Financial
Park Avenue Plaza and RGH
New York, New York 10055
Bruce L. Sokoloff Senior Vice President--
Reliance Group Holdings, Inc. Administration, Reliance
Park Avenue Plaza Financial and RGH
New York, New York 10055
James E. Yacobucci Senior Vice President--
Reliance Insurance Company Investments and Director,
Park Avenue Plaza Reliance Financial, RGH and RIC
New York, New York 10055
George R. Baker Director, Reliance Financial
3401 North California Avenue and RGH; Corporate
Chicago, Illinois 60618 Director/Advisor various
business enterprises
Dennis A. Busti Director, Reliance Financial
Reliance National, a principal and RGH; President and Chief
subsidiary of RIC Executive Officer, Reliance
77 Water Street National, a principal subsidiary of
New York, New York 10005 RIC
Dr. Thomas P. Gerrity Director, Reliance Financial
The Wharton School and RGH; Dean, the Wharton
University of Pennsylvania School of the University of
Steinberg Hall- Dietrich Hall Pennsylvania
3620 Locust Walk
Philadelphia, PA 19104
Jewell J. McCabe Director, Reliance Financial
Jewell Jackson McCabe and RGH; President, Jewell
Associates Jackson McCabe Associates,
50 Rockefeller Plaza consultants specializing in planning
Suite 46 and communications
New York, New York 10020
Irving Schneider Director, Reliance Financial
Helmsley-Spear, Inc. and RGH; Co-Chairman and Chief
60 East 42nd Street Operating Officer, Helmsley-Spear,
New York, New York 10165 Inc., a real estate management
corporation
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Page 7 of 13 Pages
Bernard L. Schwartz Director, Reliance Financial and
Loral Space & Communications Ltd. RGH; Chairman of the Board,
600 Third Avenue Chief Executive Officer, Loral
New York, New York 10016 Space & Communications Ltd., a
high-technology company
concentrating on satellite-based
services, Chairman of the Board
and Chief Executive Officer,
Globalstar Telecommunications,
Ltd.
Richard E. Snyder Director, Reliance Financial and
Golden Books Family RGH; Chairman of Golden Books
Entertainment, Inc. Family Entertainment, Inc., a
850 Third Avenue publisher of children's books.
New York, New York 10022
Bruce E. Spivey Director, Reliance Financial and
Columbia-Cornell Care LLC RGH; President and Chief
900 Third Avenue, Suite 500 Executive Officer,
New York, New York 10022 Columbia-Cornell Care LLC, the
physician organization of the
clinical faculties of the medical
schools of Columbia and Cornell
Universities.
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.
ITEM 5. Interest in Securities of the Issuer.
The information in Item 5 is amended to read in its entirety
as follows:
According to information obtained by the filing persons, the
number of shares of the Security outstanding has increased to 8,490,849
shares. As a result, the 666,666 shares of the Security beneficially
owned by Reliance Financial comprise, to the best knowledge of Reliance
Financial, approximately 7.9% of the Securities outstanding. RIC has
sole voting and dispositive power over the Securities beneficially
owned by Reliance Financial.
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Page 8 of 13 Pages
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 7.3% 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 46,000 shares of the
Security, including 30,000 shares which Mr. Sokoloff has the right to
acquire pursuant to currently exercisable options. Except as set forth
in Item 6 below, neither Reliance Financial nor Saul P. Steinberg, 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.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The last paragraph of Item 6 is amended to read in its
entirety as follows:
On June 26, 1998, Wise Partners, L.P. (the "Borrower"), a
Delaware limited partnership of which Saul P. Steinberg is the limited
partner and Jonathan L. Steinberg is the general partner, entered into
a Loan Agreement and a Promissory Note with NationsBank, N.A.
("NationsBank") pursuant to which Borrower may borrow up to an
aggregate of $17,500,000. Pursuant to a Guaranty, dated June 26, 1998,
in favor of NationsBank, Saul P. Steinberg guaranteed the obligations,
of Borrower under such Loan Agreement and Promissory Note and pursuant
to a Pledge Agreement, dated June 26, 1998, between Saul P. Steinberg
and NationsBank, Saul P. Steinberg pledged to NationsBank 500,000
shares of the Securities as partial security for such Guaranty. Upon
an Event of Default under such Promissory Note, NationsBank may, with
notice, exercise all voting rights and foreclose upon and sell such
pledged shares. Except for the foregoing or as previously disclosed,
Saul P. Steinberg does not have any contract, arrangement,
understanding or relationship with any person with respect to any of
the Securities.
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Page 9 of 13 Pages
ITEM 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement between Reliance Financial Services
Corporation and Saul P. Steinberg
2. Guaranty Agreement dated June 26, 1998 between Saul P.
Steinberg and NationsBank, N.A. (incorporated by reference
to Exhibit 10.8 of Amendment No. 1 to the Schedule 13D of
Wise Partners, L.P. relating to the Issuer)
3. Pledge Agreement dated June 26, 1998 between Saul P.
Steinberg and NationsBank, N.A. (incorporated by reference
to Exhibit 10.6 of Amendment No. 1 to Schedule 13D of Wise
Partners, L.P. relating to the Issuer.)
4. Loan Agreement dated June 26, 1998, between Wise Partners,
L.P. and NationsBank, N.A. (incorporated by reference from
Exhibit 10.4 of Amendment No. 1 to Schedule 13D of Wise
Partners, L.P.)
5. Promissory Note dated June 26, 1998, between Wise Partners,
L.P. and NationsBank, N.A. (incorporated by reference from
Exhibit 10.5 of Amendment No. 1 to Schedule 13D of Wise
Partners, L.P.)
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Page 10 of 13 Pages
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 6, 1998
RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ James E. Yacobucci
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James E. Yacobucci
Senior Vice President-Investments
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Page 11 of 13 Pages
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 6, 1998
By: /s/ Saul P. Steinberg
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Saul P. Steinberg
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Page 12 of 13 Pages
EXHIBIT INDEX
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Exhibit No. Exhibit Name Page No.
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1 Joint Filing Agreement
dated July 6, 1998
2 Guaranty Agreement
dated June 26, 1998
3 Pledge Agreement
dated June 26, 1998
4 Loan Agreement
dated June 26, 1998
5 Promissory Note
dated June 26, 1998
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Page 13 of 13 Pages
Joint Filing Agreement
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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 6, 1998
RELIANCE FINANCIAL SERVICES CORPORATION
By: /s/ James E. Yacobucci
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James E. Yacobucci
Senior Vice President-Investments
/s/ Saul P. Steinberg
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Saul P. Steinberg
