<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
CCC INFORMATION SERVICES GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------
<TABLE>
<S> <C> <C>
DELAWARE 7389 54-1242469
(State or other (Primary Standard (I.R.S.
jurisdiction of Industrial Employer
incorporation or Classification Code Identification
organization) Number) No.)
</TABLE>
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(312) 222-4636
(Address, including zip code and telephone number,
including area code, of Registrant's principal executive offices)
------------------
GERALD P. KENNEY
SECRETARY AND GENERAL COUNSEL
CCC INFORMATION SERVICES GROUP INC.
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(312) 222-4636
(Name, address, including zip code and telephone number, including area code, of
agent for service)
------------------
COPIES TO:
<TABLE>
<S> <C>
LELAND E. HUTCHINSON VICTOR A. HEBERT
TERRENCE R. BRADY TIMOTHY G. HOXIE
WINSTON & STRAWN HELLER EHRMAN
35 WEST WACKER DRIVE WHITE &
CHICAGO, ILLINOIS 60601 MCAULIFFE
(312) 558-5600 333 BUSH STREET
SAN FRANCISCO,
CALIFORNIA 94104
(415) 772-6000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering: /X/ 333-07287
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION FEE
TO BE REGISTERED BE REGISTERED PER UNIT PRICE (1) (2)
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per
share............................ 6,900,000 $11.50 $79,350,000 $27,362.07
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(2) Previously paid by the Registrant in connection with Registration Statement
No. 333-07287 which registered 6,325,000 shares. 575,000 additional shares
are being registered hereby in connection with the offering. Total
Registration fees of $30,334.83 were paid in connection with Registration
Statement No. 333-07287. Therefore, no additional fees are required
herewith.
</TABLE>
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION V OF FORM S-1.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1, THE
REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-07287) DECLARED
EFFECTIVE ON AUGUST 15, 1996.
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<PAGE>
EXHIBITS
<TABLE>
<S> <C>
5 Opinion of Winston & Strawn
23.1 Consent of Price Waterhouse LLC
23.2 Consent of Winston & Strawn (contained in the opinion filed as Exhibit 5)
24 Powers of attorney (filed as Exhibit 24 to Registration Statement No.
333-07287 and incorporated herein by reference).
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Chicago,
State of Illinois on August 16, 1996.
CCC INFORMATION SERVICES GROUP INC.
By: /s/ DAVID M. PHILLIPS
--------------------------------
David M. Phillips
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on August 16, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------- ----------------------------------------
<C> <S>
/s/ DAVID M. PHILLIPS Chairman, President and Chief Executive
- -------------------------------------- Officer
David M. Phillips
* Executive Vice President -- Chief
- -------------------------------------- Financial Officer (Principal Financial
Leonard L. Ciarrocchi Officer)
* Vice President -- Controller (Principal
- -------------------------------------- Accounting Officer)
Donald J. Hallagan
*
- -------------------------------------- Director
John J. Byrne
*
- -------------------------------------- Director
Morgan Davis
*
- -------------------------------------- Director
Thomas L. Kempner
*
- -------------------------------------- Director
Gordon S. Macklin
*
- -------------------------------------- Director
Robert T. Marto
*
- -------------------------------------- Director
Michael R. Stanfield
*By: /s/ DAVID M.
PHILLIPS
------------------------------------
David M.
Phillips
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
LIST OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBITS
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5 Opinion of Winston & Strawn
23.1 Consent of Price Waterhouse LLC
23.2 Consent of Winston & Strawn (contained in the opinion filed as Exhibit 5)
24 Powers of attorney (filed as Exhibit 24 to Registration Statement No. 333-07287 and incorporated herein
by reference).
</TABLE>
<PAGE>
EXHIBIT 5
August 16, 1996
CCC Information Services Group Inc.
World Trade Center Chicago
444 Merchandise Mart
Chicago, IL 60654
Re: 6,900,000 Shares of Common Stock, $0.10 par
value, of CCC Information Services Group Inc.
Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed on August 16, 1996 by CCC Information Services Group Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the registration of 6,900,000 shares of
Common Stock, $0.10 par value (the "Shares"), of the Company. The Registration
Statement relates to an increase in the number of shares to be offered pursuant
to the offering registered in Registration Statement 333-07287.
As set forth in the Registration Statement, the Company intends to take the
following actions (the "Corporate Actions") immediately prior to the
consummation of the offering of the Shares: (i) file amended and restated
articles of incorporation in Delaware; (ii) complete a 40 for one stock split in
the form of a stock dividend with respect to each of its issued and outstanding
shares; (iii) make appropriate adjustments in outstanding options as a result of
the stock split; and (iv) cause all required actions of directors and
stockholders to accomplish the foregoing to be taken.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validy existing in the State of
Delaware.
2. Assuming that all of the Corporate Actions have been completed, the
Shares will be legally issued, fully paid, and non-assessable when the
Shares shall have been delivered to the purchasers thereof against payment
of the agreed consideration therefore.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Shares.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
WINSTON & STRAWN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated January 30, 1996, except
for Note 17 which is as of August 13, 1996 relating to the consolidated
financial statements of CCC Information Services Group Inc., which appears in
such Prospectus. We also consent to the application of such report to the
Financial Statement Schedule for the three years ended December 31, 1995 listed
under Item 16(b) of this Registration Statement when such schedule is read in
conjunction with the consolidated financial statements referred to in our
report. The audits referred to in such report also included this schedule. We
also consent to the use of our report dated July 22, 1996 relating to the
financial statements of CCC Development Company which appears in the Prospectus
constituting part of this Registration Statement on Form S-1. We also consent to
the references to us under the headings "Experts" and "Selected Financial Data"
in such Prospectus. However, it should be noted that Price Waterhouse LLP has
not prepared or certified such "Selected Financial Data."
Price Waterhouse LLP
Chicago, Illinois
August 16, 1996
