UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__1__)*
CCC Information Services Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12487Q109
(CUSIP Number)
Check the following box if a fee is being paid with this statement __. (A fee is
not required only if the filing person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficialownership of five percent or less of such class.)
(See Rule 13d-7).
*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 "files" 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).
<PAGE>
This Amendment No. 1 amends Item 8 of the Schedule 13G Statement dated
February 13, 1997,filed by Loeb Investors Co. XL ("Loeb Investors") and others.
Item 8. Identification and Classification of Members of Group.
David M. Phillips, Loeb Investors Co. XV, Loeb Investors Co. XIII and Loeb
Investors Co. 108 (collectively, the "Management Stockholders"), White River and
the Issuer entered into a Stockholders' Agreement dated June 16, 1994 pursuant
to which the Management Stockholders and White River have agreed to certain
provisions regarding the corporate governance of the Issuer, including the
election of directors. The Stockholders Agreement terminates upon the first to
occur of (i) the written agreement of the parties, (ii) the liquidation or
dissolution of the Issuer, (iii) the Redemption Date, (as defined below) or (iv)
June 16, 1999. From the date of the closing of the Offering until the first day
on which there are no shares of Series C, or Series D, or Series E Preferred
Stock outstanding (the "Redemption Date") the following provisions are in
effect, among other:
The Management Stockholders and White River shall take all actions
necessary to cause the nomination and election to the board of directors of (i)
a number of persons (which shall not be less than two) designated by White River
which the board of directors determines to be appropriate taking into account
the aggregate voting power and economic interest of White River and its
affiliates in the Issuer and (ii) three persons designated by a majority of
shares of Common Stock held by the Management Stockholders. The number of
directors shall be seven while the Stockholders Agreement is in effect. The
Management Stockholders and White River shall act to cause vacancies on the
board of directors to be filled by successors designated by the stockholder
group that designated the prior incumbant and shall not act to remove a director
without the consent of the stockholder group that designated such director
except after consultation with such stockholder group and after a determination
that the director to be removed has breached his fiduciary duties to the Issuer.
In addition, the Management Stockholders and White River have agreed
that, prior to the voluntary resignation from the board of directors, disability
or death of David M. Phillips, a majority of the directors designated by the
Management Stockholders, shall be delegated, to the extent permitted by
applicable law, the authority of the board to determine the timing, price, and
other terms of certain business combinations where the consideration to be
received is cash, cash equivalents or publicly traded securities, subject to the
fiduciary duties of the directors not designated by the Management Stockholder
and subject to the receipt of a fairness opinion from one of a list of specified
investment banks. Following the voluntary resignation from the board of
directors, death or disability of David M. Phillips, the Management Stockholders
and White River have agreed to cause the directors respectively elected by them
to approve certain business combinations recommended by the other party subject
to receipt of a fairness opinion and subject to the fiduciary duties of such
directors.
The Management Stockholders and White River have also agreed that a
majority of the Directors designated by the Management Stockholders shall be
delegated, to the extent permitted by applicable law and subject to the
fiduciary duties of the other directors, the authority of the board of directors
with respect to the timing, price, and other terms of each offering of Common
Stock, provided, however, that the Issuer shall not consummate any such offering
(i) unless the Issuer can demonstrate to the reasonable satisfaction of White
River that after giving effect to such subsequent offering the Issuer would have
funds legally available to redeem shares of the Redeemable Preferred Stock in
accordance with its terms and (ii) without the the unanimous approval of the
members of the board of directors in the event that David M. Phillips shall
voluntarily resign from the board of directors, die, or become disabled.
As a result of the Stockholders' Agreement, the parties thereto may be
deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act,
and as such, (i) each member of the group would be deemed to own beneficially
all shares held, in the aggregate, by all groups members and (ii) the group
would be deemed to own beneficially an aggregate of 12,969,639 shares of Common
Stock, representing 55.2% of the Common Stock currently outstanding. Neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission that such group exists. Pursuant to Rule 13d-4, the reporting persons
disclaim beneficial ownership of the Common Stock held by all other parties of
the Stockholders' Agreement.
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
March 18, 1997 Loeb Investors Co. XIII
By: /s/ Thomas L. Kempner
Managing Partner
March 18, 1997 Loeb Investors Co. XV
By: /s/ Thomas L. Kempner
Managing Partner
March 18, 1997 Loeb Investors Co. 108
By: /s/ Thomas L. Kempner
Managing Partner
