SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1998
INDIVIDUAL INVESTOR GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10932 13-3487784
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1633 Broadway, 38th Floor, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 843-2777
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Item 5. Other Events
On November 30, 1998, Registrant entered into a Stock Purchase Agreement
with Great American Insurance Company and entered into a Stock Purchase
Agreement with Great American Life Insurance Company. Pursuant to each such
Stock Purchase Agreement, the respective purchaser agreed to purchase and
Registrant agreed to sell five thousand (5,000) shares of Series A Preferred
Stock of Registrant (the "Series A Preferred Stock"), for a purchase price of
one million dollars ($1,000,000). The Series A Preferred Stock is convertible
into Registrant's Common Stock at a conversion price of $2.12 per share, subject
to adjustment for stock splits, recapitalizations and the like; and any
unconverted shares will be subject to mandatory conversion into Registrant's
Common Stock on December 31, 2003. The Series A Preferred Stock will be entitled
to receive out of any assets legally available therefore cumulative dividends at
a per share rate of ten percent (10%) of the stated value (i.e., twenty dollars
per share) for each share of Series A Preferred stock, per annum, payable
annually on December 31 of each year, commencing December 31, 1999, or, if
earlier, upon conversion of the shares of Series A Preferred Stock.
Pursuant to the above-described Stock Purchase Agreements, Registrant
received an aggregate of two million dollars ($2,000,000) and issued ten
thousand (10,000) shares of Series A Preferred Stock on December 2, 1998.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
10.1 Stock Purchase Agreement dated as of November 30, 1998
between Registrant and Great American Insurance Company.
10.2 Stock Purchase Agreement dated as of November 30, 1998
between Registrant and Great American Life Insurance Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INDIVIDUAL INVESTOR GROUP, INC.
Dated: December 14, 1998 By:/s/ Jonathan Steinberg
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Jonathan L. Steinberg
Chief Executive Officer