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). 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. 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. 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: 4 of 13 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 5 of 13 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 6 of 13 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 7 of 13 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. 8 of 13 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). 9 of 13 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 10 of 13 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 11 of 13 EXHIBIT INDEX Exhibit No. Exhibit Name Page No. ----------- ------------ -------- 1 Joint Filing Agreement 2 Stockholder Agreement 3 Units Purchase Agreement 4 Security Agreement 12 of 13 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 ------------------------------ 13 of 13