OMB APPROVAL OMB Number: 3235-0145 UNITED STATES Expires: August 31, 1999 SECURITIES AND EXCHANGE COMMISSION Estimated average burden Washington, D.C. 20549 hours per form ....14.90 -------------------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment Number 1) 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 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 - -------------------------------------------------------------------------------- | 7 SOLE VOTING POWER | | 1,781,133 NUMBER OF |----------------------------------------------------------- SHARES | 8 SHARED VOTING POWER BENEFICIALLY | OWNED BY | EACH |----------------------------------------------------------- REPORTING | 9 SOLE DISPOSITIVE POWER PERSON | WITH | 1,781,133 |----------------------------------------------------------- | 10 SHARED DISPOSITIVE POWER | | - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,781,133 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.97% - -------------------------------------------------------------------------------- 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 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 Amendment No. 1 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. Jonathan L. Steinberg's business address is 1633 Broadway, 38th Floor, New York, New York 10019. Mr. Jonathan L. 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 information through www.iionline.com. Mr. Jonathan L. 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, 489,795 shares of Common Stock on December 31, 1997 and 1,259,842 shares of Common Stock on June 26, 1998, 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, on December 31, 1997, was $6.125, and June 26, 1998, was $3.97, 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 Item 4. Purpose of Transactions The Partnership acquired record ownership of the 1,781,133 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 L. 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 L. 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 Item 5. Interest in Securities of the Issuer The Partnership is the record owner of 1,781,133 shares of Common Stock This represents a beneficial ownership equal to 20.97% 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 P. Steinberg, the father of Mr. Jonathan L. 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 1,781,133 shares of Common Stock owned of record by the Partnership. Mr. Jonathan L. Steinberg, the General Partner of the Partnership, beneficially owns 3,169,476 shares of Common Stock which represents 24.8% of the outstanding Common Stock of the Company. Of the 3,169,476 shares of Common Stock, 900,010 shares of Common Stock are owned of record by Mr. Jonathan L. Steinberg, 1,781,133 shares of Common Stock are owned of record by the Partnership and are beneficially owned by Mr. Jonathan L. Steinberg and 488,333 shares of Common Stock are subject to options currently exercisable by Mr. Jonathan L. Steinberg. Item 6. Contracts, Agreements, Understandings or Relationship with Respect to Securities of Issuer Item 6 is amended to add the following: On June 26, 1998, the Partnership entered into a Loan Agreement ("1998 Loan") and Promissory Note ("1998 Note") with NationsBank, N.A. ("NationsBank"). The 1998 Loan permits the Partnership to borrow, from time to time, up to an aggregate of $17,500,000. Interest is payable on the unpaid principal of the 1998 Note, monthly, in arrears at rate based on LIBOR, and the principal is payable at maturity on June 26, 1999. As partial security for the 1998 Note, Mr. Saul P. Steinberg pledged an aggregate of 500,000 shares of Common Stock of the Company and 1,650,000 shares of common stock, par value $0.01 per share, of Reliance Group Holdings, Inc. owned of record by him pursuant to a Pledge Agreement with NationsBank dated June 26, 1998 ("1998 Pledge Agreement"). In the event of a default under the 1998 Note and 1998 Loan, pursuant to the 1998 Pledge Agreement, NationsBank 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. Saul P. Steinberg. None of the shares of Common Stock of the Company owned of record by the Partnership are pledged to NationsBank. In addition to the pledge by Mr. Saul P. Steinberg, Mr. Jonathan L. Steinberg and Mr. Saul P. Steinberg each entered into Guaranty Agreements dated June 26, 1998 with NationsBank in respect of the 1998 Loan and the 1998 Note. 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 Page 5 of 7 Pages 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).* (10.3) Stock Purchase Agreement, dated June 26, 1998, between the Company and Wise Partners, L.P.+ (10.4) Loan Agreement dated June 26, 1998, between Wise Partners, L.P. and NationsBank, N.A.+ (10.5) Promissory Note dated June 26, 1998, between Wise Partners, L.P. and NationsBank, N.A.+ (10.6) Pledge Agreement dated June 26, 1998, between Mr. Saul P. Steinberg and NationsBank, N.A.+ (10.7) Guaranty Agreement dated June 26, 1998, between Mr. Jonathan L. Steinberg and NationsBank, N.A.+ (10.8) Guaranty Agreement dated June 26, 1998 between Mr. Saul P. Steinberg and NationsBank, N.A.+ - ------------------------------- * Previously filed. + Filed herewith. Page 6 of 7 Pages 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: July 6, 1998 WISE PARTNERS, L.P. BY: /S/ Jonathan L. Steinberg -------------------------------------- Jonathan L. Steinberg, General Partner Page 7 of 7 Pages