SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 8)*
INDIVIDUAL INVESTOR GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
455907105
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(CUSIP Number)
Jonathan L. Steinberg
c/o Individual Investor Group, Inc.
125 Broad Street, 14th Floor
New York, New York 10004
Telephone: (212) 742-2277
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 15, 2000
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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(b)(3) or (4), 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 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 that 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 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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CUSIP No. 455907105 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jonathan L. Steinberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A - See Item 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,525,010 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,525,010 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,010 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 455907105 Page 3 of 9 Pages
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This Amendment No. 8 adds the following information to Items 3, 6 and
7 and restates in its entirety Items 4 and 5 of the Schedule 13D filed by
Jonathan L. Steinberg (the "Reporting Person") with respect to ownership of the
Common Stock, par value $.01 per share (the "Common Stock") of Individual
Investor Group, Inc. ("Issuer").
The percentage of beneficial ownership reflected in Amendment No. 8 to
this Schedule 13D is based upon 8,972,886 shares of Common Stock outstanding on
December 31, 2000, based upon information known to the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
On December 15, 2000, Wise Partners, L.P. (the "Partnership"), of
which the Reporting Person is General Partner, entered into a stock purchase
agreement ("Purchase Agreement") with the Issuer pursuant to which the
Partnership sold to the Issuer 1,781,133 shares of the Issuer's Common Stock,
representing the Partnership's entire holding of the Issuer's Common Stock, at
$0.09 per share for an aggregate purchase price of $160,301.97. On December 22,
2000, the Reporting Person disposed of 54,000 shares of the Issuer's Common
Stock in the open market at a price per share of $0.34375. On the same date, the
Reporting Person disposed of 5,000 shares of the Issuer's Common Stock in the
open market at a price per share of $0.375. The Reporting Person received an
aggregate of $20,437.50 in consideration for these shares. On January 3, 2001,
the Reporting Person was granted an option ("Option") by the Issuer to purchase
420,000 shares of the Issuer's Common Stock at an exercise price of $0.4812 per
share. The Option vests in four equal annual installments commencing on the
first anniversary of the date of grant and expires on January 2, 2006.
Item 4. Purpose of Transactions
The acquisitions and dispositions made by the Reporting Person and the
Partnership specified in Item 3 above were made in the ordinary course of the
Reporting Person's and the Partnership's business activities and the specific
purpose of the dispositions was to generate a capital loss to offset other
capital gains recorded by the Partnership and the Reporting Person. The
Reporting Person may undertake one or more of the actions set forth below.
(a) The Reporting Person may acquire additional securities from time
to time in the market or in private transactions. The Reporting Person owns
options, exercisable within 60 days, to purchase an aggregate of 680,000 shares
of the Issuer's Common Stock. The Reporting Person also owns an Option to
purchase 420,000 shares of the Issuer's Common Stock at an exercise price of
$0.4812 per share. The Option vests in four equal annual installments commencing
on the first anniversary of the date of grant and expires on January 2, 2006.
Other than the rights described above and except that the Reporting
Person in the future may be issued options to purchase additional shares of the
Issuer's Common Stock under the Issuer's stock option plans for serving as a
Director and employee of the Issuer, the Reporting Person does not have any
agreement to acquire any additional Common Stock at this time.
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CUSIP No. 455907105 Page 4 of 9 Pages
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As Chief Executive Officer and Director of the Issuer, the Reporting
Person is involved in making material business decisions regarding the Issuer's
policies and practices and may be involved in the consideration of various
proposals considered by the Issuer's Board of Directors. Notwithstanding the
foregoing, except as discussed above and in the ordinary course as Chief
Executive Officer and a Director of the Issuer, the Reporting Person has no
present plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
the assets of the Issuer or any of its subsidiaries; any change in the present
Board of Directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board; any material change in the present capitalization or dividend policy
of the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the Issuer 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 Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
The Reporting person is the beneficial owner of 1,525,010
shares of Common Stock. This amount includes (i) 845,010 shares of the Issuer's
Common Stock and (ii) 680,000 shares of Common Stock issuable upon exercise of
currently exercisable options but excludes 420,000 shares of Common Stock
subject to an Option that is not currently exercisable. The Reporting Person has
sole voting and dispositive power over these shares. The Reporting Person
beneficially owns 15.8% of the Issuer's outstanding shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
On December 15, 2000, the Issuer entered into the Purchase Agreement
with the Partnership described in Item 3 above. The Reporting Person and the
Issuer intend to enter into a Stock Option Agreement to reflect the stock option
grant described in Item 3 above.
Item 7. Material to be Filed as Exhibits
1. Stock Option Agreement, dated as of January 3, 2001, between
Jonathan L. Steinberg and the Issuer (to be filed by
amendment)
2. Stock Purchase Agreement, dated as of December 15, 2000,
among Wise Partners, L.P. and the Issuer
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CUSIP No. 455907105 Page 5 of 9 Pages
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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: January 9, 2001
/s/ Jonathan L. Steinberg
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Jonathan L. Steinberg
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CUSIP No. 455907105 Page 6 of 9 Pages
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EXHIBIT 2
This STOCK PURCHASE AGREEMENT, dated as of December 15, 2000
("Agreement"), is between Wise Partners, L.P., a Delaware limited partnership
with an address at c/o Jonathan Steinberg, 125 Broad Street, 14th Floor, New
York, New York 10004 ("Seller"), and Individual Investor Group, Inc., a Delaware
corporation with its principal offices at 125 Broad Street, 14th Floor, New
York, New York 10004 ("Buyer").
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, an aggregate of 1,781,133 shares of common stock, $.01 par
value per share ("Common Stock"), of Buyer, on the terms and conditions set
forth in this Agreement.
IT IS AGREED:
1. Purchase and Sale of Shares. Subject to the terms and conditions
herein set forth, Seller hereby agrees to sell 1,781,133 shares of Common Stock
("Purchased Shares"), and Buyer hereby agree to purchase from Seller the
Purchased Shares for an aggregate purchase price of $160,301.97 [$.09 per
Purchased Share] ("Purchase Price").
2. Closing Procedure. Seller hereby delivers to Buyer the stock
certificates representing the Purchased Shares and stock powers duly endorsed
for transfer of the Purchased Shares, with signature Medallion Guaranteed. Buyer
hereby delivers the Purchase Price to Seller by wire transfer to an account
designated by Seller.
3. Representations of Seller. Seller hereby represents and warrants to
Buyer the following representations and warranties.
(a) Seller is the holder of record and beneficial owner of
the Purchased Shares free and clear of any security interests, liens or
encumbrances, and Seller has not granted to any person or persons any options or
other rights to buy, or proxies or other rights to vote, the Purchased Shares.
(b) Seller has full legal power to execute and deliver this
Agreement and to perform its obligations hereunder. All acts required to be
taken by Seller to enter into this Agreement and to carry out the transactions
contemplated hereby have been, or prior to the Closing Date shall have been,
properly taken; and this Agreement constitutes a legal, valid and binding
obligation of Seller, enforceable in accordance with its terms. The execution,
delivery and performance of this Agreement by Seller in accordance with its
terms will not, with or without the giving of notice or the passage of time, or
both, conflict with, result in a default, right to accelerate or loss of rights
under, or result in the creation of any encumbrance pursuant to, or require the
consent of any third party or governmental authority pursuant to, (i) the
partnership agreement pursuant to which Seller was created and any operating
agreement pursuant to which Seller is governed or (ii) any franchise, mortgage,
indenture or deed of trust or any material lease, license or other agreement or
any law, regulation, order, judgment or decree to which Seller is a party or by
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CUSIP No. 455907105 Page 7 of 9 Pages
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which Seller (or any of his assets, properties, operations or businesses) may be
bound, subject to or affected.
(c) In the sale of the Purchased Shares hereunder, Seller is
not relying on any state of facts about Buyer set forth in the public disclosure
documents of Buyer which have been filed with or disclosed to the Securities and
Exchange Commission or with any other public body or any news wire service. The
sale of the Purchased Shares is being motivated by certain tax requirements of
Seller and Seller has obtained several proposals from independent third parties
for the purchase of the Purchased Shares immediately prior to its entry into
this Agreement, each of which has been evaluated by Seller in conjunction with
its decision to sell the Purchased Shares to Buyer.
4. Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that:
(a) Buyer has full legal power to execute and deliver this
Agreement and to perform its obligations hereunder. All acts required to be
taken by Buyer to enter into this Agreement and to carry out the transactions
contemplated hereby have been, or prior to the closing described in Section 2
hereof shall have been, properly taken; and this Agreement constitutes a legal,
valid and binding obligation of Buyer enforceable in accordance with its terms.
The execution, delivery and performance of this Agreement by Buyer in accordance
with its terms will not, with or without the giving of notice or the passage of
time, or both, conflict with, result in a default, right to accelerate or loss
of rights under, or result in the creation of any encumbrance pursuant to, or
require the consent of any third party or governmental authority pursuant to (i)
any provision of the certificate of incorporation or by-laws, if any, of Buyer,
or (ii) any franchise, mortgage, indenture or deed of trust or any material
lease, license or other agreement or any law, regulation, order, judgment or
decree to which Buyer is a party or by which Buyer (or any of its assets,
properties, operations or businesses) may be bound, subject to or affected.
5. Indemnification. Seller shall indemnify and hold harmless Buyer and
its successors and assigns from and against any losses, damages, expenses or
liabilities, including, without limitation, reasonable attorneys' fees, which
may be sustained, suffered or incurred by Buyer and its successors and assigns,
arising from or in connection with the breach of any of Seller's covenants,
representations, warranties, agreements, obligations or undertakings hereunder.
Buyer shall indemnify and hold harmless Seller and its successors, and assigns,
from and against any losses, damages, expenses or liabilities, including,
without limitation, reasonable attorneys' fees, which may be sustained, suffered
or incurred by Seller arising from or in connection with the breach of any of
Buyer's representations or warranties hereunder.
6. Miscellaneous.
(a) The warranties, representations, covenants and indemnities of
Seller and Buyer contained in or made pursuant to this Agreement shall survive
the closing of the transaction contemplated by this Agreement and shall in no
way be affected by any investigation of the subject matter thereof made by or on
behalf of Buyer or Seller.
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CUSIP No. 455907105 Page 8 of 9 Pages
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(b) This Agreement shall be binding upon and inure to the benefit of
each party hereto, and its respective successors and assigns. This Agreement
constitutes the entire understanding and agreement between the parties with
regard to the subject matter hereof and may not be amended or modified except by
a written agreement specifically referring to this Agreement signed by all the
parties. No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the party giving such waiver, and no such waiver
shall be deemed a waiver of any subsequent breach or default of the same or
similar nature.
(c) This Agreement shall be governed by and construed under the
internal laws of the State of New York, disregarding any principles of conflicts
of laws.
(d) Each party represents that it neither is nor will be obligated
for any finder's fee or commission in connection with this transaction.
(e) In the event that any provision of this Agreement would be held
to be invalid, prohibited or unenforceable in any jurisdiction for any reason,
unless such provision is narrowed by judicial construction, this Agreement
shall, as to such jurisdiction, be construed as if such invalid, prohibited or
unenforceable provision had been more narrowly drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of
this Agreement would be held to be invalid, prohibited or unenforceable in any
jurisdiction for any reason, such provision, as to such jurisdiction, shall be
ineffective to the extent of such invalidity, prohibition or unenforceability,
without invalidating the remaining portion of such provision or the other
provisions of this Agreement of affecting the validity or enforceability of such
provision in any other jurisdiction.
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CUSIP No. 455907105 Page 9 of 9 Pages
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first above written.
SELLER:
WISE PARTNERS, L.P.
/s/ Jonathan L. Steinberg
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Jonathan L. Steinberg, General Partner
BUYER:
INDIVIDUAL INVESTOR GROUP, INC
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/s/ Gregory E. Barton
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Gregory E. Barton, Vice President, Business
Development, Finance and Legal Affairs and
Chief Financial Officer
