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.) - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (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 Notice and Communications) See Item 5 - -------------------------------------------------------------------------------- (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). SCHEDULE 13D CUSIP No. 455907105 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 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 SCHEDULE 13D CUSIP No. 455907105 Page 3 of 13 Pages --------- ----- -- 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 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: 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. 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 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. 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. 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.) 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 -------------------------- James E. Yacobucci Senior Vice President-Investments 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 ----------------------- Saul P. Steinberg Page 12 of 13 Pages EXHIBIT INDEX ------------- Exhibit No. Exhibit Name Page No. ---------- ------------ ------- 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 Page 13 of 13 Pages 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 6, 1998 RELIANCE FINANCIAL SERVICES CORPORATION By: /s/ James E. Yacobucci ------------------------------------- James E. Yacobucci Senior Vice President-Investments /s/ Saul P. Steinberg ------------------------------------ Saul P. Steinberg