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) July 9, 2001
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INDIVIDUAL INVESTOR GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10932 13-3487784
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
125 Broad Street, 14th Floor, New York, New York 10004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 742-2277
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On July 9, 2001, Individual Investor Group, Inc. (the "Company")
completed the transactions contemplated by an agreement ("Agreement") with The
Kiplinger Washington Editors, Inc. ("Kiplinger"), the publisher of Kiplinger's
Personal Finance Magazine ("KPFM"). Pursuant to the Agreement, the Company,
among other things:
o sold to Kiplinger the subscriber list to the Company's
Individual Investor Magazine ("II");
o agreed, until July 9, 2006, not to use the name "Individual
Investor" for print periodical publishing or list rental
purposes, except in connection with the Company's Individual
Investor's Special Situations Report newsletter; and
o agreed to provide certain consulting services to Kiplinger
until July 9, 2002.
In return, Kiplinger:
o agreed to provide II subscribers with KPFM, at no additional
cost to II subscribers, for the number of issues of II that
such subscribers have paid for but have not been served,
representing approximately $2.6 million of deferred
subscription liability of the Company; and
o paid the Company $3.5 million in cash, a portion of which was
placed in escrow to secure certain obligations.
Following this transaction, the Company still retains all of its other
assets, including its America's Fastest Growing CompaniesTM family of stock
indexes, its online operations, its Special Situations Report newsletter, its
trademarks and equity investments.
In connection with this transaction, the Company reduced its employee
headcount by approximately 90% in order to focus on its stock index licensing
operations and the low-cost maintenance of its online operations, which include
www.individualinvestor.com and www.SHORTInterest.com. Additionally, the Company
will immediately seek to sublet 18,000 square feet of its office space. In May
2001, the Company sublet the other 17,000 square feet of its headquarters office
space and pursuant to the sublet, the Company is entitled to receive annual rent
of approximately $607,000, escalating to approximately $642,000 over the term of
the sublease.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(b) Pro Forma Financial Information*
(c) Exhibits
Exhibit
Number Description
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4.1 Agreement, dated July 9, 2001, between Individual Investor Group, Inc.
and The Kiplinger Washington Editors, Inc.
10.1 Escrow Agreement, dated July 9, 2001, between Individual Investor
Group, Inc., The Kiplinger Washington Editors, Inc. and Riggs National
Bank of Washington, D.C.
10.2 Escrow Agreement, dated July 11, 2001, between Individual Investor
Group, Inc., The Kiplinger Washington Editors, Inc. and the First Union
National Bank
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*Pro forma financial statements as required pursuant to Article 11 of Regulation
S-X shall be filed by amendment not later than 60 days after the date that the
initial report on Form 8-K must be filed.
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SIGNATURES
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.
Dated: July 18, 2001 INDIVIDUAL INVESTOR GROUP, INC.
By: /s/ Gregory E. Barton
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Gregory E. Barton
President
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Agreement, dated July 9, 2001, between Individual Investor Group, Inc.
and The Kiplinger Washington Editors, Inc.
10.1 Escrow Agreement, dated July 9, 2001, between Individual Investor
Group, Inc., The Kiplinger Washington Editors, Inc. and Riggs National
Bank of Washington, D.C.
10.2 Escrow Agreement, dated July 11, 2001, between Individual Investor
Group, Inc., The Kiplinger Washington Editors, Inc. and the First Union
National Bank
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