CUSIP No. 460981301
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13D/A
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Page 1 of 9
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Intersections Inc.
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(Name of Issuer)
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Common Stock, par value $0.01
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(Title of Class of Securities)
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460981301
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(CUSIP Number)
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100 Wall Street, 19th Floor
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New York, NY 10005
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Attn: Bruce Lev
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(212) 483-7000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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October 31, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 460981301
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13D/A
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Loeb Holding Corporation
13-2870509
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Maryland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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11,002,127
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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11,002,127
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,002,127
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.71%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 460981301
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13D/A
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Estate of Thomas L. Kempner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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77,750
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8
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SHARED VOTING POWER
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11,002,127
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9
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SOLE DISPOSITIVE POWER
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77,750
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10
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SHARED DISPOSITIVE POWER
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11,002,127
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,079,877
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.01%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 460981301
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13D/A
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ann Kempner, preliminary co-executor of the Estate of Thomas L. Kempner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not applicable.
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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9,099
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8
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SHARED VOTING POWER
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11,079,877
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9
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SOLE DISPOSITIVE POWER
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9,099
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10
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SHARED DISPOSITIVE POWER
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11,079,877
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,088,976
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.05%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 460981301
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13D/A
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Page 5 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Bruce Lev, preliminary co-executor of the Estate of Thomas L. Kempner
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not applicable.
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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USA
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8,750
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|||
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||||
8
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SHARED VOTING POWER
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11,079,877
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9
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SOLE DISPOSITIVE POWER
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8,750
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||||
10
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SHARED DISPOSITIVE POWER
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11,079,877
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,088,627
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.05%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 460981301
|
13D/A
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Page 6 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Melvin Epstein, preliminary co-executor of the Estate of Thomas L. Kempner
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not applicable.
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
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||
11,079,877
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|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
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||
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,079,877
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|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,079,877
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
43.01%
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|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN
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CUSIP No. 460981301
|
13D/A
|
Page 7 of 9
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99.1*
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Joint Filing Agreement dated October 31, 2018, by and between Loeb Holding Corporation, the Estate of Thomas L. Kempner, Bruce L. Lev, Melvin Epstein and Ann B. Kempner.
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99.2
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Agreement and Plan of Merger dated October 31, 2018, by and among WC SACD One Parent, Inc., WC SACD One Merger Sub, Inc. and Intersections Inc. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
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99.3*
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Contribution and Assignment Agreement dated October 31, 2018, by and between WC SACD One, Inc. and Loeb Holding Corporation.
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99.4*
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Tender and Support Agreement dated October 31, 2018, by and between WC SACD One Parent, Inc. and Loeb Holding Corporation.
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99.5
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Note Purchase and Exchange Agreement dated October 31, 2018, by and among Intersections Inc. and the and the investors identified on Annex I attached thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
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99.6
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Registration Rights Agreement dated October 31, 2018, by and among Intersections Inc. and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
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99.7*
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Action by Written Consent of Stockholders of Intersections Inc. in Lieu of a Meeting dated October 31, 2018.
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99.8
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Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018)
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CUSIP No. 460981301
|
13D/A
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Page 8 of 9
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Dated November 6, 2018
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Loeb Holding Corporation
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By:
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/s/ Bruce L. Lev
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Name:
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Bruce L. Lev
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Title:
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Managing Director
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Estate of Thomas Kempner
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By:
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/s/ Bruce L. Lev
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Name:
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Bruce L. Lev
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Title:
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Preliminary Co-Executor of the Estate of Thomas L. Kempner
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By:
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/s/ Melvin Epstein
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Name:
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Melvin Epstein
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Title:
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Preliminary Co-Executor of the Estate of Thomas L. Kempner
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By:
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/s/ Ann B Kempner
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Name:
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Ann B. Kempner
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Title:
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Preliminary Co-Executor of the Estate of Thomas L. Kempner
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/s/ Bruce L. Lev
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Bruce L. Lev , as Preliminary Co-Executor of the Estate of Thomas L. Kempner
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/s/ Melvin Epstein
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Melvin Epstein, as Preliminary Co-Executor of the Estate of Thomas L. Kempner
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/s/ Ann B Kempner
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Ann B. Kempner, as Preliminary Co-Executor of the Estate of Thomas L. Kempner
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CUSIP No. 460981301
|
13D/A
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Page 9 of 9
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Exhibit No. | Description | |
99.1*
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Joint Filing Agreement dated October 31, 2018, by and between Loeb Holding Corporation, the Estate of Thomas L. Kempner, Bruce L. Lev, Melvin Epstein and Ann B. Kempner.
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99.2
|
Agreement and Plan of Merger dated October 31, 2018, by and among WC SACD One Parent, Inc., WC SACD One Merger Sub, Inc. and Intersections Inc. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
|
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99.3*
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Contribution and Assignment Agreement dated October 31, 2018, by and between WC SACD One, Inc. and Loeb Holding Corporation.
|
|
99.4*
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Tender and Support Agreement dated October 31, 2018, by and between WC SACD One Parent, Inc. and Loeb Holding Corporation.
|
|
99.5
|
Note Purchase and Exchange Agreement dated October 31, 2018, by and among Intersections Inc. and the and the investors identified on Annex I attached thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
|
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99.6
|
Registration Rights Agreement dated October 31, 2018, by and among Intersections Inc. and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018).
|
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99.7*
|
Action by Written Consent of Stockholders of Intersections Inc. in Lieu of a Meeting dated October 31, 2018.
|
|
99.8
|
Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Report on Form 8-K filed by Intersections Inc. on November 6, 2018)
|