-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ucuz3ykusEq9V2YLGRwmJYk5Va1vmwn+BqK9qR2YC5uGbv8LuryXOzGnhLnykS2P uRinHRAMZh/QpHdrfDAoWQ== 0001288909-09-000002.txt : 20090319 0001288909-09-000002.hdr.sgml : 20090319 20090319152907 ACCESSION NUMBER: 0001288909-09-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090319 DATE AS OF CHANGE: 20090319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSECTIONS INC CENTRAL INDEX KEY: 0001095277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80290 FILM NUMBER: 09693365 BUSINESS ADDRESS: STREET 1: 14930 BOGLE DRIVE CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7034886100 MAIL ADDRESS: STREET 1: 14930 BOGLE DRIVE CITY: CHANTILLY STATE: VA ZIP: 20150 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Loeb Holding CORP CENTRAL INDEX KEY: 0001288909 IRS NUMBER: 132870509 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-483-7000 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13G/A 1 f09-03_1913g1.htm 13GA1

 


UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Intersections Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

460981301

(CUSIP Number)

 

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

*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).

 


 


CUSIP No.

460981301

 

 

1. Name of Reporting Person

Loeb Holding Corporation

 

 

I.R.S. Identification No. of Above Person

13-2870509

 

 

2. Check the Appropriate Box if a Member of a Group

(a) o

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Citizenship or Place of Organization

Maryland

 

 

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

5. Sole Voting Power

7,135,268

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

7,135,268

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,135,268

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

38.76%

 

 

12. Type of Reporting Person

CO

 

 

 

 


CUSIP No.

460981301

 

 

1. Name of Reporting Person

Thomas L. Kempner

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) o

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Citizenship or Place of Organization

U.S. Citizen

 

 

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

5. Sole Voting Power

7,149,367

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

7,149,367

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

7,149,367

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

38.84%

 

 

12. Type of Reporting Person

IN

 

 

 

 


Item 1(a).

Name of Issuer:

Intersections Inc. (the “Issuer”)

 

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

14901 Bogle Drive

Chantilly, VA 20151

 

 

Item 2(a).

Name of Persons Filing:

Loeb Holding Corporation (“LHC”)

Thomas L. Kempner (“TLK”)

 

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

All Reporting Persons are located at:

 

61 Broadway

New York, NY 10006

 

 

Item 2(c).

Citizenship:

 

LHC – Maryland

TLK – U.S. Citizen

 

 

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value

 

 

Item 2(e).

CUSIP Number:

460981301

 

 

Item 3.

If this statement if filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a).

o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

 

 

 

(b).

o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

 

(c).

o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

 

(d).

o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

 

 

 

(e).

o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 


 

 

 

 

 

(f).

o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

(g).

o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

(h).

o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

(i).

o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

 

(j.)

o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

 

 

 

(k.)

o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

 

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_____

 

 

 

 

 

Not applicable.

 

 

 

Item 4.

Ownership

 

(a).

Amount beneficially owned:

See the response(s) to Item 9 on the attached cover page(s).

 

 

 

 

(b).

Percent of Class:

See the response(s) to Item 11 on the attached cover page(s).

 

 

 

 

(c).

Number of shares as to which such person has:

 

(i). Sole power to vote or to direct the vote: See response(s) to Item 5 on the attached cover page(s).(1)

 

 

 

(ii). Shared power to vote or to direct the vote: See response(s) to Item 6 on the attached cover page(s).

 

 

 

(iii). Sole power to dispose or to direct the disposition of: See response(s) to Item 7 on the attached cover page(s).(1)

 

 

 

(iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

 

 


(1) Includes 5,000 shares of Common Stock beneficially owned by Thomas L. Kempner, 6,924,393 shares of Common Stock held by Loeb Holding Corporation and 210,875 shares of Common Stock issuable upon exercise of options that are currently exercisable held by Loeb Holding Corporation. Mr. Kempner is the beneficial owner of 51% of the voting stock of Loeb Holding Corporation and disclaims beneficial ownership of shares of the Issuer’s Common Stock held by Loeb Holding Corporation except to the extent of his pecuniary interest in Loeb Holding Corporation. In addition, Mr. Kempner’s spouse owns 9,099 shares of which he disclaims beneficial ownership.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable.

 

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable.

 

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable.

 

 

Item 10.

Certifications:

 

Not Applicable.

 

 

 

Exhibits:

 

 

 

Exhibit A.

Joint Filing Agreement, dated March 19, 2009, by and among the Reporting Persons.

 

 


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.

 

 

 

LOEB HOLDING CORPORATION

 

 

 

 

 

 

Date: March 19, 2009

 

By:_ /s/ Thomas L. Kempner

 

 

Thomas L. Kempner

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: March 19, 2009

 

By:_ /s/ Thomas L. Kempner

 

 

Thomas L. Kempner

 

 

 

 

 


EXHIBIT A – JOINT FILING AGREEMENT

 

The undersigned hereby agrees that the Statement on Schedule 13G filed herewith (and any amendments thereto) is being filed jointed with the Securities and Exchange Commission pursuant to Rule 13d 1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

 

 

 

LOEB HOLDING CORPORATION

 

 

 

 

 

 

Date: March 19, 2009

 

By:_ /s/ Thomas L. Kempner

 

 

Thomas L. Kempner

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: March 19, 2009

 

By:_ /s/ Thomas L. Kempner

 

 

Thomas L. Kempner

 

 

 

 

 

 

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