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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Original)
Individual Investor Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title Class of Securities)
455907105
(CUSIP Number)
Wise Partners, L.P.
c/o Peter M. Ziemba
Graubard Mollen & Miller
600 Third Avenue, 31st Floor
New York, New York 10016
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1997
(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 |_|.
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
disclosures provided in a prior cover page.
The information required on 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 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 455907105 Page 2 of 7 Pages
- ---------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Wise Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
BK - Bank Funds
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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| 7 SOLE VOTING POWER
|
| 521,291
NUMBER OF |-----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY |
EACH |-----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 521,291
|-----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
|
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,291
- --------------------------------------------------------------------------------
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*
PN
- --------------------------------------------------------------------------------
*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 2 of 7 Pages
<PAGE>
Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value, of Individual Investor Group, Inc. ("Company"), a
Delaware corporation, whose principal executive offices are located at 1633
Broadway, 38th Floor, New York, New York 10019.
Item 2. Identity and Background
This statement is filed on behalf of Wise Partners, L.P., a limited
partnership organized and existing under the laws of the State of Delaware
("Partnership"). The Partnership's business address is c/o Mr. Jonathan L.
Steinberg, 1633 Broadway, 38th Floor, New York, New York 10019. The Partnership
is in the business of making investments in privately and publicly held
companies for investment purposes.
Mr. Jonathan L. Steinberg is the general partner of the Partnership. Mr.
Steinberg's business address is 1633 Broadway, 38th Floor, New York, New York
10019. Mr. Steinberg's principal occupation is that of the Chief Executive
Officer and Chairman of the Board of the Company. The Company is a Delaware
corporation engaged in the financial information business, including the
publication of Individual Investor, Special Situations Report and Ticker, and
providing investment management services to private investment funds through
wholly-owned subsidiaries. Mr. Steinberg is a citizen of the United States.
Neither the Partnership nor Mr. Jonathan L. Steinberg have been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
Neither the Partnership nor Mr. Jonathan L. Steinberg have been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order enjoining it from
engaging in future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
The Partnership acquired 31,496 shares of Common Stock on June 30,
1997, and 489,795 shares of Common Stock on December 31, 1997, directly from the
Company, in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2). The price per
share paid on June 30, 1997, was $7.93 and on December 31, 1997, was $6.125, the
closing ask price of the Common Stock as reported by the Nasdaq Stock Market on
the day preceding such dates. The funds used to acquire the Common Stock was the
bank funding described in Item 6.
Page 3 of 7 Pages
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Item 4. Purpose of Transactions
The Partnership acquired record ownership of 521,291 shares of Common
Stock as an investment. Mr. Jonathan L. Steinberg, the General Partner of the
Partnership, is also the Chief Executive Officer and a Director of the Company.
Although Mr. Jonathan Steinberg in his capacity as the Chief Executive Officer
of and a Director of the Company, may be involved in the consideration of
various proposals considered by the Board of Directors of the Company, the
Partnership has no present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the current board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of the
Company; any material change in the present capitalization or dividend policy of
the Company; any other material change in the Company's business or corporate
structure; changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities and Exchange Act of 1934; or any action similar to
the above.
Except to the extent that Mr. Jonathan Steinberg, the Chief Executive
Officer and a Director of the Company, may be involved in the consideration of
various proposals considered by the Board of Directors of the Company, he has no
present plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; any change in the current
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board of directors of the Company; any material change in the
present capitalization or dividend policy of the Company; any other material
change in the Company's business or corporate structure; changes in the
Company's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person;
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; causing a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or any action similar to the above.
Page 4 of 7 Pages
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Item 5. Interest in Securities of the Issuer
The Partnership is the record owner of 521,291 shares of Common Stock
This represents a beneficial ownership equal to 7.3% of the outstanding Common
Stock of the Company. Mr. Jonathan L. Steinberg, as the general partner of the
Partnership, has sole power to vote and dispose of the above shares of Common
Stock. Mr. Saul Steinberg, the father of Mr. Steinberg, is a limited partner of
the Partnership, and because of his equity interest in the Partnership as a
limited partner, he is the only other person known to have the right to receive
dividends or proceeds from the sale of the 521,291 shares of Common Stock owned
of record by the Partnership.
The Partnership acquired 489,795 shares of Common Stock on December 31,
1997 from the Company in an exempt transaction under the Securities Act of 1933,
as amended, at a price per share of $6.125, the closing ask price of the Common
Stock as reported by the Nasdaq Stock Market on December 30, 1997.
Mr. Jonathan Steinberg the General Partner of the Partnership
beneficially owns 1,882,968 shares of Common Stock, which represents 24.8% of
the outstanding Common Stock of the Company. Of the 1,882,968 shares of Common
Stock, 900,010 shares of Common Stock are owned of record by Mr. Jonathan
Steinberg, 521,291 shares of Common Stock are owned of record by the Partnership
and are beneficially owned by Mr. Jonathan Steinberg and 461,667 shares of
Common Stock are subject to options currently exercisable by Mr. Jonathan
Steinberg.
Item 6. Contracts, Agreements, Understandings or Relationship with Respect
to Securities of Issuer
On December 30, 1997, the Partnership entered into a Demand Grid Note
("1997 Note") and Guaranty and Security Agreement ("1997 Security Agreement")
with Republic National Bank of New York ("Republic"). The 1997 Note permits the
Partnership to borrow, from time to time, an aggregate of $9,000,000. Interest
is payable on the unpaid principal of the 1997 Note, monthly, in arrears at the
reference rate of Republic, and the principal is payable upon demand by
Republic. As partial security for the 1997 Note, pursuant to the 1997 Security
Agreement, Mr. Jonathan L. Steinberg pledged an aggregate of 55,000 shares of
Common Stock of the Company owned of record by him and Mr. Saul Steinberg
pledged an aggregate of 500,000 shares of Common Stock of the Company owned of
record by him. In addition, under the 1997 Security Agreement, Republic would
have the right to foreclose upon an additional 845,000 shares of Common Stock
owned of record by Mr. Jonathan L. Steinberg and previously pledged to Republic
by Mr. Jonathan L. Steinberg under a Demand Grid Note and Continuing General
Security Agreement, each dated December 16, 1994. In the event of a default
under the 1997 Note and 1997 Security Agreement, Republic may exercise all the
voting rights and foreclose upon and publicly or privately sell the shares of
Common Stock of the Company pledged by Mr. Jonathan L. Steinberg and Mr. Saul
Steinberg. None of the shares of Common Stock of the Company owned of record by
the Partnership are pledged to Republic in respect of the 1997 Note.
Page 5 of 7 Pages
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Item 7. Materials to be Filed as Exhibits
(10.1) Stock Purchase Agreement, dated June 30, 1997,
between the Company and Wise Partners, L.P.
(Incorporated by reference from Exhibit 10.3 of the
Quarterly Report on Form 10-QSB for the period
ended June 30, 1997 of the Company.)
(10.2) Stock Purchase Agreement, dated December 30, 1997,
between the Company and Wise Partners, L.P.
(Incorporated by reference from Exhibit 10.6 of
Amendment No.6 to the Schedule 13d filed by
Jonathan L. Steinberg on January 13, 1998 in
respect of shares of Common Stock of the Company.)
(10.3) Demand Grid Note, dated December 30, 1997, between
Wise Partners, L.P. and Republic National Bank of
New York. (Incorporated by reference from Exhibit
10.8 of Amendment No.6 to the Schedule 13d filed by
Jonathan L. Steinberg on January 13, 1998 in
respect of shares of Common Stock of the Company.)
(10.4) Guaranty and Security Agreement, dated December 30,
1997, between Wise Partners, L.P. and Republic
National Bank of New York (Incorporated by
reference from Exhibit 10.9 of Amendment No.6 to
the Schedule 13d filed by Jonathan L. Steinberg on
January 13, 1998 in respect of shares of Common
Stock of the Company.)
Page 6 of 7 Pages
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SIGNATURES
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: January 16, 1998
WISE PARTNERS, L.P.
BY: /S/ Jonathan L. Steinberg
--------------------------------------
Jonathan L. Steinberg, General Partner
Page 7 of 7 Pages
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