<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CCC INFORMATION SERVICES GROUP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
August 12, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 CCC Information Services Group
Inc. Annual Meeting of Stockholders, to be held at 10:00 a.m., Tuesday, August
25, 1998, at the Holiday Inn Mart Plaza, Chicago, Illinois, Telephone (312)
836-5000. The Holiday Inn is located in downtown Chicago on Orleans between
Wacker Drive and Kingsbury adjacent to CCC's Headquarters at the Merchandise
Mart.
This meeting has been delayed from our typical April meeting date pending
the closing of the transaction between White River Corporation, our largest
shareholder, and Harvard Private Capital Group. You will have an opportunity to
discuss each item of business described in the Notice of Annual Meeting and
Proxy Statement and to ask questions about the Company and its operations.
To make certain your shares are represented at the meeting, whether or not
you plan to attend, please sign and return the enclosed proxy card, using the
envelope provided. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
Sincerely,
[SIGNATURE]
David M. Phillips
Chairman
DMP/dmt
<PAGE>
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 25, 1998
---------------------
To the Stockholders of Common Stock and
the Holders of Series E Preferred Stock
The annual meeting of stockholders of CCC Information Services Group Inc., a
Delaware corporation (the "Company") will be held at 10:00 a.m., Tuesday, August
25, 1998, at the Holiday Inn Mart Plaza located at 350 North Orleans Street,
Chicago, Illinois, (312) 836-5000 for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year;
2. To approve the Company's Employee Stock Purchase Plan;
3. To increase the number of shares authorized to be purchased pursuant to
the Company's 1997 Stock Option Plan; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Nominees for directors are set forth in the enclosed Proxy Statement. Only
Stockholders of record at the close of business on July 31, 1998, will be
entitled to vote at this meeting.
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, is being mailed to Stockholders with this Proxy Statement.
By Order of the Board of Directors,
[SIGNATURE]
Gerald P. Kenney
Vice President, Secretary and General
Counsel
------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE
ACCOMPANYING PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE
PREVIOUSLY SIGNED AND RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
---------------------
SOLICITATION OF PROXY, REVOCABILITY AND VOTING
GENERAL
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of CCC Information Services Group Inc. (the
"Company" or "CCC") of proxies to be voted at the 1998 Annual Meeting of
Stockholders of the Company to be held at 10:00 a.m. on August 25, 1998, at the
Holiday Inn Mart Plaza located at 350 North Orleans Street, Chicago, Illinois.
Only Stockholders of record on July 31, 1998, will be entitled to vote at the
meeting.
The Company's principal executive offices are located at 444 Merchandise
Mart, Chicago, Illinois 60654-1005. The approximate date on which the Proxy
Statement and the accompanying Proxy are first being sent to Stockholders is
August 13, 1998.
VOTING
Each share of Common Stock outstanding on the record date is entitled to one
vote. In addition, there are 500 shares of Series E Cumulative Redeemable
Preferred Stock ( the "Series E Preferred Stock") outstanding, which are
beneficially owned by White River Ventures, Inc. ("White River Ventures").
Pursuant to the provisions of the Company's certificate of incorporation, for so
long as such shares of Series E Preferred Stock are beneficially owned by White
River Ventures or any of its affiliates, such owners are entitled to vote
together with the holders of the Common Stock on all matters voted on by holders
of Common Stock. The number of votes that each share of Series E Preferred Stock
may cast at the meeting is determined according to a formula, the effect of
which will be to cause White River Ventures to cast 51% of the votes entitled to
be cast by the outstanding shares of Common Stock and Series E Preferred Stock
considered together.
As of the record date, there were 25,028,794 shares of Common Stock and 500
shares of Series E Preferred Stock outstanding. A total of 33,559,653 votes may
be cast at the meeting by the holders of Common Stock and Series E Preferred
Stock considered together. White River Ventures may cast 8,584,564 votes with
respect to its shares of Common Stock and 8,530,859 votes with respect to its
shares of Series E Preferred Stock, for a total of 17,115,423 or 51% of the
total shares eligible to vote.
An affirmative vote of a majority of the votes cast with respect to shares
present and voting at the meeting is required for approval of all items being
submitted to the Stockholders for their consideration. An automated system
administered by the Company's transfer agent tabulates the votes. Abstentions
are not counted in tabulations of the votes cast on proposals presented to
Stockholders.
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. It may be revoked by
mailing or delivering to the Secretary of the Company an instrument of
revocation or by the presentation at the meeting of a duly executed proxy
bearing a later date. To be effective, such revocation must be received by the
Company prior to 9:00 a.m. on August 25, 1998. It also may be revoked by
attendance at the meeting and election to vote in person.
<PAGE>
SOLICITATION
The Company will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying proxy and any additional material
which may be furnished to Stockholders. Copies of solicitation material will be
furnished to brokerage houses, fiduciaries and custodians to forward to
beneficial owners of stock held in the names of such nominees. The Company will
bear the cost of solicitation of proxies and will reimburse brokers, custodians,
nominees and fiduciaries for their reasonable expenses in sending solicitation
material to the beneficial owners of the Company's shares. The solicitation of
proxies will be made by the use of the mails and through direct communication
with certain Stockholders or their representatives by officers, directors and
employees of the Company, who will receive no additional compensation therefor.
The Company has engaged Harris Bank & Trust ("Harris") to distribute materials
to brokerage houses, banks, custodians and other nominee holders.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Board of Directors consists of seven members each elected for a one year
term. During 1997, the Board of Directors met on five (5) occasions. All
Directors attended at least 75% of the meetings of the Board and the committees
on which they sat.
DIRECTOR COMPENSATION: Directors not employed by the Company, its parent
(White River Ventures), subsidiaries or affiliates were paid a fee of $5,450 for
each Board meeting attended during fiscal 1997.
BOARD COMMITTEES: The Board of Directors has standing Audit and
Compensation Committees.
AUDIT COMMITTEE: The committee met once during fiscal year 1997. The
committee approves the appointment of the independent auditors and reviews and
approves the scope of the audit, the financial statements, the independent
auditors' letter of comments, if any, and management's responses thereto, and
the fees charged for audit and tax services and any special assignments. The
Committee appointed Price Waterhouse as the Company's independent accountants
for the year ending December 31, 1997.
COMPENSATION COMMITTEE: The committee met four (4) times during fiscal
1997. The committee establishes the compensation programs for officers of the
Company and reviews overall compensation and benefit programs of the Company.
The committee also administers and selects participants for the Employee Stock
Option Plan.
ELECTION OF DIRECTORS
Stockholders representing more than 51% of the voting power of the Common
Stock of the Company have agreed to expand the Board of Directors of the Company
from seven (7) members to nine (9) members. The details of this agreement are
described below.
Seven directors are to be elected at the Annual Meeting to serve until the
earlier of the next Annual Meeting of Stockholders or until their respective
successors have been elected and qualified. David M. Phillips (nominee for
Chairman and Chief Executive Officer of the Company), Loeb Investors Co. XV,
Loeb Investors Co. XIII and Loeb Investors Co. 108, of which Thomas L. Kempner
(a director Nominee of the Company) is an affiliate (collectively, the
"Management Stockholders"), White River Ventures and the Company have entered
into a Stockholders Agreement dated June 16, 1994, and amended as of June 30,
1998, pursuant to which the Management Stockholders and White River Ventures
have agreed to certain provisions regarding the corporate governance of the
Company, including the election of directors. The Stockholder Agreement, as
amended, sets forth the following condition regarding the nomination and
election of directors: Until the Amendment Date (defined as the effective date
in which the Company's Certificate of Incorporation is amended for the purpose
of fixing at nine (9) the maximum number of
2
<PAGE>
members of the Board of Directors) the Management Stockholders and White River
Ventures shall take all actions necessary to cause the nomination and election
to the board of directors of (i) four (4) individuals designated by White River
Ventures, and (ii) three (3) individuals designated by a majority of shares of
Common Stock held by the Management Stockholders. After the Amendment Date, the
Management Stockholders and White River Ventures shall take all actions
necessary to cause the nomination and election to the Board of Directors of (i)
five (5) individuals designated by White River Ventures, and (ii) four (4)
individuals designated by a majority of shares of Common Stock held by the
Management Stockholders. The Stockholders Agreement terminates upon the first to
occur of (i) the written agreement of the parties, (ii) the liquidation of
dissolution of the Company, (iii) the first day on which there are no shares of
Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock"),
Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"),
or Series E Preferred Stock issued and outstanding, or (iv) June 16, 1999.
Directors are elected by a plurality of the votes of the shares of Voting Stock
present in person or represented by proxy and entitled to vote at the Annual
Meeting. Consequently, any shares not voted (whether by abstention, broker
non-vote or votes withheld) will have no effect on the election of directors. If
any nominee for election as director is unable to serve (which the Board of
Directors does not anticipate), the persons named in the proxy may vote for
another person in accordance with their judgment. Morgan W. Davis, Thomas L.
Kempner, David M. Phillips and Michael R. Stanfield have served as directors of
the Company for the past year.
The Management Stockholders and White River Ventures intend to take action
by written consent to amend the Company's Certificate of Incorporation to
increase the maximum number of directors from seven to nine upon completion of
all filings and actions required by law in order to take such action. The
Company estimates that the Amendment Date will occur in September 1998.
The names and ages of the designated nominees, their principal occupations
or employment during the past five years and other data regarding them as of
July 31, 1998, based upon information received from them, are as follows:
MICHAEL R. EISENSON; AGE 42; PRESIDENT AND CHIEF EXECUTIVE OFFICER,
CHARLESBANK CAPITAL PARTNERS, LLC.
Mr. Eisenson is the President and Chief Executive Officer of Charlesbank
Capital Partners, LLC, the successor to Harvard Private Capital Group, Inc.
which was spun out of Harvard management Company, Inc. on July 1, 1998. Prior to
joining Harvard in 1986, Mr. Eisenson was a manager with The Boston Consulting
Group, where he provided strategic planning assistance to multinational
corporations. Mr. Eisenson serves on the Board of Directors of Harken Energy
Corporation, ImmunoGen, Inc., Playtex Products, Inc., United Auto Group, Inc.
and The WMF Group, Ltd.
THOMAS L. KEMPNER; AGE 71; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, LOEB
PARTNERS CORPORATION.
Mr. Kempner has served as a Director of the Company since 1983. Since 1979
he has served as Chairman and Chief Executive Officer of Loeb Holding
Corporation, an investment banking, registered broker/dealer and registered
investment advisory firm. He also serves as a director of the following
companies: Alcide Corporation; Energy Research Corporation; IGENE BioTechnology,
Inc.; Intermagnetics General Corporation; and director emeritus Northwest
Airlines, Inc. Mr. Kempner is Chairman of the Compensation Committee and a
member of the Audit Committee.
DUDLEY C. MECUM, AGE 63; MANAGING DIRECTOR; CAPRICORN HOLDINGS, LLC.
Mr. Mecum is a General Partner with Capricorn, a leveraged buyout firm,
since 1997. Prior to joining Capricorn, Mr. Mecum was a partner in G.L. Ohrstrom
& Co., a leveraged buyout firm. He was an executive with Peat Marwick Mitchell &
Co. for 12 years serving as the vice chairman of the West Coast Region and as
Managing Partner of the New York office. Mr. Mecum is a Director of several
companies including, the Travelers Group, Fingerhut Companies, DynCorp, and
Lyondell Petrochemical.
3
<PAGE>
DAVID M. PHILLIPS; AGE 59; CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER,
CCC INFORMATION SERVICES GROUP INC.
Mr. Phillips has served as Chairman, President and Chief Executive Officer
since founding the Company in 1983. Prior to joining the Company, Mr. Phillips
served in a number of capacities at Citicorp. As Senior Vice President, he led
the team that developed and implemented the credit card portion of the bank's
national consumer strategy taking the consumer file from 200,000 to 10 million.
Subsequently, he was responsible for Citicorp's latin american consumer
businesses that included banks, property and casualty insurance companies,
finance companies and credit cards. Mr. Phillips was also employed at Polaroid
Corporation where he began as Director of Special Markets and subsequently was
named Controller of New Product Group.
MARK A. ROSEN; AGE 47; MANAGING DIRECTOR; CHARLESBANK CAPITAL PARTNERS, LLC.
Mr. Rosen is a Managing Director of Charlesbank Capital Partners, LLC. Mr.
Rosen has been with Charlesbank and its predecessor organization, Harvard
Private Capital Group, Inc., since 1994. Prior to joining Charlesbank, Mr. Rosen
was a principal of the Conifer Group, a strategy consulting firm, and President
of Morningside/North America Limited, a private investment company. He currently
serves on the Boards of Directors of several Charlesbank portfolio companies.
MICHAEL R. STANFIELD; AGE 47; MANAGING DIRECTOR, LOEB PARTNERS CORPORATION.
Mr. Stanfield has served as a Director of the Company since 1995. He has
been Managing Director of Loeb Partners Corporation since 1993. From 1990 to
1993, Mr. Stanfield was self-employed as an independent consultant. Mr.
Stanfield is a member of the Audit and Compensation Committees.
HERBERT S. "PUG" WINOKUR, JR.; AGE 54; PRESIDENT; CAPRICORN HOLDINGS, INC.
Mr. Winokur is President of Capricorn Holdings, Inc. (a private investment
company) and Managing General Partner of Capricorn Investors, L.P. and Capricorn
Investors II, L.P., private investment partnerships concentrating on investments
in restructure situations, organized by Mr. Winokur in 1987 and 1994
respectively. Prior to his current appointment, Mr. Winokur was Senior Executive
Vice President and Director of Penn Central Corporation. Mr. Winokur is a
Director of Enron Corp., NAC Re Corporation, The WMF Group, Ltd., Mrs. Fields'
Holding Company, Inc., and DynCorp.
Additional designated individuals to serve on the Board of Directors of the
Company after the Amendment Date.
MORGAN W. DAVIS; AGE 47; PRESIDENT AND CHIEF EXECUTIVE OFFICER, WHITE
MOUNTAIN INSURANCE CO.
Mr. Davis has served as a Director of the Company since 1995. He has also
served since 1995 as the President and Chief Executive Officer of White Mountain
Insurance Company, a wholly-owned subsidiary of Fund American. From 1992 to
1994, Mr. Davis was self-employed as a private investor in a number of
entrepreneurial enterprises. From 1987 to 1992, he served as President of
Fireman's Fund Commercial Insurance. Mr. Davis is currently a Director of White
Mountain Holdings and Valley Insurance Group. Mr. Davis is a member of the Audit
and Compensation Committees.
GITHESH RAMAMURTHY; AGE 37; PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF
TECHNOLOGY OFFICER; CCC INFORMATION SERVICES INC.
Mr. Ramamurthy joined the Company in July 1992 as Executive Vice
President-Product Engineering and Chief Technology Officer. In January 1996, he
assumed the position of President-Insurance Division while retaining the
position of Chief Technology Officer and in July 1997, he became President and
Chief Operating Officer. Prior to joining the Company, Mr. Ramamurthy was a
founding member of Sales Technologies, Inc., a field sales automation software
company where he directed product development activities. Sales Technologies
customers included a long list of Fortune 100 clients in the United States and
Europe before it was acquired by Dun & Bradstreet in 1989.
4
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known to the
Company (based on information filed with the Securities and Exchange Commission)
to be the beneficial owners of more than five percent of any class of the
Company's voting securities as of July 31, 1998:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
TITLE AND CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- --------------------------------------------- -------------------------------- ---------------------- -----------
<S> <C> <C> <C>
Common Stock................................. Loeb Entities (2)(4) 3,457,315 13.8
Common Stock................................. White River Ventures (3)(4) 8,584,564 34.3
Preferred Stock-Series E..................... White River Ventures (3)(4) 500 100
</TABLE>
- ------------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities Exchange Commission and generally includes voting or investment
power with respect to the securities.
(2) Includes Loeb Investors Co. XIII, Loeb Investors Co. XV and Loeb Investors
Co. 108. The address of the Loeb Entities is 61 Broadway, 24th Floor, New
York, New York 10006.
(3) The address of White River Ventures is c/o Charlesbank Capital Partners,
LLC, 600 Atlantic Avenue, 26th Floor, Boston, Massachusetts 02210. Loeb
Entities, White River Ventures and David M. Phillips have entered into a
Stockholders Agreement which provides for certain voting rights. Please
refer to the section above entitled "Voting" for a description of certain of
these rights.
(4) Loeb Entities, White River Ventures and David M. Phillips have entered into
a Stockholders Agreement which provides for certain voting rights. Please
refer to the section above entitled "Voting" for a description of certain of
these rights.
The Company has been informed that on June 30, 1998, White River
Corporation, the sole shareholder of White River Ventures, was acquired in a
merger with Demeter Holdings Corporation, which is solely controlled by the
President and Fellows of Harvard College, a Massachusetts educational
corporation and title-holding company for the endowment fund of Harvard
University. The Company has been further informed that Charlesbank Capital
Partners LLC will act as investment manager with respect to the investment of
White River Ventures in the Company.
5
<PAGE>
The following table sets forth information regarding ownership of the
Company's Common Stock as of July 31, 1998 by Directors, by each of the named
Executive Officers and by all Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
TITLE AND CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- ----------------- ------------------------------------------------------------ -------------------- -------------
<S> <C> <C> <C>
Common Stock..... David M. Phillips(2) 845,260 3.4
Common Stock..... J. Laurence Costin 167,255 *
Common Stock..... Githesh Ramamurthy(3) 370,480 1.5
Common Stock..... John Buckner(4) 79,720 *
Common Stock..... Blaine R. Ornburg(5) 122,000 *
Common Stock..... Leonard Ciarrocchi(6) 36,000 *
Common Stock..... Dudley C. Mecum -- --
Common Stock..... Thomas L. Kempner(7) 3,724,674 14.9
Common Stock..... Michael R. Eisenson (8)(10) 8,584,564 34.3
Common Stock..... Mark A. Rosen(9)(10) 8,584,564 34.3
Common Stock..... Michael R. Stanfield -- --
Common Stock..... Herbert S. Winokur, Jr. -- --
Common Stock..... All directors and executive officers as a group 13,929,953 55.7
(13 persons)
</TABLE>
- ------------------------
* Less than one percent of the outstanding Common Stock
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 300,000 shares of Common Stock held by Ruth Ann Phillips, Mr.
Phillips' wife. Mr. Phillips disclaims beneficial ownership of the shares
held by Ruth Ann Phillips, except to the extent of his pecuniary interests
therein. Includes 17,500 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within sixty (60) days of July 31,
1998.
(3) Includes 166,880 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of July 31, 1998.
(4) Includes 67,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of July 31, 1998.
(5) Includes 94,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of July 31, 1998.
(6) Includes 36,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of July 31, 1998.
(7) Includes 3,457,315 shares of Common Stock held by the Loeb Entities. Mr.
Kempner is the managing general partner or the general partner of the
general partner of each of the Loeb Entities. Mr. Kempner disclaims
beneficial ownership of the shares held by the Loeb Entities, except to the
extent of his pecuniary interests therein. Also includes (held personally)
200,000 shares of Common Stock and 67,360 shares of common stock issuable
upon exercise of outstanding options which are exercisable within 60 days of
July 31, 1998.
(8) Includes 8,584,564 shares of Common Stock held by White River, Mr. Eisenson
is President and Chief Executive Officer of Charlesbank Capital Partners LLC
owner of White River Ventures Inc. and disclaims beneficial ownership of the
shares held by White River, except to the extent of his pecuniary interests
therein.
6
<PAGE>
(9) Includes 8,584,564 shares of Common Stock held by White River. Mr. Rosen is
Managing Director of Charlesbank Capital Partners LLC owner of White River
Ventures Inc. and disclaims beneficial ownership of the shares held by White
River, except to the extent of his pecuniary interests therein.
(10) White River Ventures also owns 630 shares of Series C Preferred Stock,
which is 100% of the outstanding shares of such class, 3,601 shares of
Series D Preferred Stock, which is 95% of the outstanding shares of such
class, and 500 shares of Series E Preferred Stock, which is 100% of the
outstanding shares of such class. Mr. Eisenson and Mr. Rosen disclaim
beneficial ownership of the shares held by White River Ventures, except to
the extent of their pecuniary interests therein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended December 31, 1997, its officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company for the fiscal year ended December 31, 1997, and for the Company's
previous two fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) OPTIONS(#)(1) COMPENSATION
- -------------------------------------- --------- ---------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips .................... 1997 $ 525,000 $ 162,475 -- 70,000 --
Chairman, President and Chief 1996 $ 448,008 $ 100,000 -- -- --
Executive Officer 1995 $ 448,008 -- -- -- --
J. Laurence Costin, Jr. .............. 1997 $ 289,284 $ 46,690 -- -- --
Vice Chairman 1996 $ 272,016 $ 80,000 -- -- --
1995 $ 259,031 $ 75,000 -- -- --
Githesh Ramamurthy ................... 1997 $ 302,515 $ 86,083 -- -- --
Chief Operating Officer and Chief 1996 $ 260,751 $ 52,219 -- 120,000 --
Technology Officer 1995 $ 208,340 -- -- 133,600 --
John Buckner ......................... 1997 $ 253,754 $ 83,415 -- -- --
President--Automotive Service 1996 $ 213,132 $ 39,791 -- 50,000 --
Division 1995 $ 188,340 $ 51,625 -- 104,000 --
Blaine R. Ornburg .................... 1997 $ 210,009 $ 67,093 -- -- --
President--Outsourcing Division 1996 $ 192,508 $ 40,700 -- 50,000 --
1995 $ 131,046 -- -- 80,000 $ 50,000(2)
</TABLE>
- ------------------------
(1) Represents the number of shares of Common Stock issuable upon exercise of
options granted pursuant to the Stock Option Plan.
(2) Compensation relating to relocation expenses.
8
<PAGE>
1997 STOCK OPTION GRANTS TO EXECUTIVES
The following table shows information with respect to grants of options to
the Chief Executive Officer and the other named executives in 1997. As required
by the Securities and Exchange Commission (the "SEC"), the calculation of
potential realizable values shown for such awards is based on assumed annualized
rates of stock price appreciation of 5% and 10% over the full ten-year term of
the options.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PRICE APPRECIATION FOR
UNDERLYING % OF TOTAL OPTIONS EXERCISE OPTION TERM(4)
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------
NAME GRANTED(#)(1) IN FISCAL YEAR(2) ($/SHARE)(3) DATE 5%($) 10%($)
- ----------------------------- --------------- --------------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips............ 70,000 27% $ 18.50 04/15/02 $ 357,784 $ 790,610
J. Laurence Costin, Jr....... -- -- -- -- -- --
Githesh Ramamurthy........... -- -- -- -- -- --
John Buckner................. -- -- -- -- -- --
Blaine R. Ornburg............ -- -- -- -- -- --
Leonard L. Ciarrocchi........ -- -- -- -- -- --
</TABLE>
- ------------------------
(1) The options granted in 1997 are exercisable 25% on the first anniversary
from the date of grant and 25% on each anniversary date of the grant for
years two, three and four.
(2) The Company granted options representing 261,600 shares to employees in
1997.
(3) Option exercise price is determined as the close price on the date of grant.
(4) The potential realizable value is calculated based on the term of the option
at its time of grant (5 years) and is calculated by assuming that the price
on the date of grant as determined by the Board of Directors appreciates at
the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its term
for the appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate of projection of the future Common Stock
price.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN 1997 AND
OPTION VALUES AT DECEMBER 31, 1997
This table sets forth information regarding exercise of options during 1997
by the Chief Executive Officer and the other named executives. The "value
realized" is based on the market price on the date of exercise, while the "value
of unexercised in-the-money options at December 31, 1997" is based on the market
price on that date.
AGGREGATED OPTION EXERCISES IN 1997 AND
DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/97(#) 12/31/97($)(1)
ACQUIRED ON VALUE -------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips -- -- -- 70,000 -- $ 87,500
J. Laurence Costin, Jr. 15,600 $ 259,272 136,160 -- $ 2,501,259 --
Githesh Ramamurthy 173,600 $ 2,723,749 128,160 125,440 $ 1,758,600 $ 1,514,400
John Buckner -- -- 95,200 74,800 $ 1,429,184 $ 997,316
Blaine R. Ornburg -- -- 68,000 62,000 $ 1,035,000 $ 832,500
Leonard L. Ciarrocchi -- -- 24,000 36,000 $ 205,200 $ 307,800
</TABLE>
- ------------------------
(1) Value of unexercised, in-the-money options based on a fair market value of
Company Common Stock of $19.75 per share as of December 31, 1997.
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers of
the Company during fiscal 1997, based on data furnished by them:
<TABLE>
<CAPTION>
NAME AGE POSITION SINCE
- ------------------------- --- ---------------------------------------------------------------- ---------
<S> <C> <C> <C>
David M. Phillips 59 Chairman and Chief Executive Officer 1983
J. Laurence Costin, Jr. 56 Vice Chairman 1983
Githesh Ramamurthy 37 President and Chief Operating Officer 1992
John Buckner 51 President--Automotive Services Division 1994
Blaine R. Ornburg 51 President--Outsourcing Division 1995
Leonard L. Ciarrocchi 45 Executive Vice President--Chief Financial Officer 1996
</TABLE>
Except as discussed below, all of these officers have held executive
positions with the Company for more than three years.
DAVID M. PHILLIPS has served as Chairman and Chief Executive Officer since
founding the Company in 1983. Please refer to the biographical information
contained in the Section entitled "Election of Directors."
J. LAURENCE COSTIN, JR. joined the Company in February 1983 as Executive
Vice President responsible for the Company's sales and client field service
organization. He currently serves as Vice Chairman, a position he has held since
May 1983. Prior to joining the Company, Mr. Costin was Senior Vice President and
General Manager for the Midwest region of Seligman & Latz, Inc., a Fortune 500
company which managed department store concessions.
GITHESH RAMAMURTHY has served as President and Chief Operating Officer since
July 1997. Please refer to the biographical information contained in the Section
entitled "Election of Directors."
10
<PAGE>
JOHN BUCKNER joined the Company in January 1994 as Senior Vice
President-AutoBody Division. Mr. Buckner was promoted to Executive Vice
President-Sales and Services Division in 1995 and currently serves as
President-Automotive Services Division. Prior to joining the Company, Mr.
Buckner was Vice President and General Manager of U.S. Automotive Operations at
Sun Electric Corporation. Previously, Mr. Buckner held a variety of senior sales
and new market development positions at Reynolds & Reynolds.
BLAINE R. ORNBURG joined the Company in May 1995 as Executive Vice
President-New Market Development. In January 1996, he assumed the additional
responsibilities of Acting Chief Financial Officer, a position he held until
June, 1996. Prior to joining the Company, Mr. Ornburg served as Senior Vice
President of First Data Corporation. Mr. Ornburg joined First Data Corporation
upon its purchase of Anasazi, Inc., a software and networking company Mr.
Ornburg founded in 1987. Previously, Mr. Ornburg was Vice President-Point of
Transaction Systems for Visa International.
LEONARD L. CIARROCCHI joined the Company in June 1996 as Executive Vice
President and Chief Financial Officer. Prior to joining the Company, Mr.
Ciarrocchi was Vice President and Treasurer of White River Corporation from 1993
to 1996 and Manager of Finance of Fund American Enterprises, Inc. from 1991 to
1993. Mr. Ciarrocchi was Manager of Finance for Fireman's Fund Corporation from
1989 to 1991.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Mr. Buckner,
Mr. Ramamurthy, Mr. Ornburg, Mr. Ciarrocchi and Mr. Costin. Mr. Buckner's
employment agreement provides for an annual salary of $250,000 plus bonus, and
terminates April 30, 2001. Mr. Ramamurthy's employment agreement provides for an
annual salary of $275,000 plus bonus, and terminates June 30, 2001. Mr.
Ornburg's employment agreement provides for an annual salary of $200,000 plus
bonus, and terminates June 30, 2001. Mr. Ciarrocchi's employment agreement
provides for an annual salary of $200,000 plus bonus, and terminates June 30,
2001. Mr. Costin's employment agreement provides for an annual salary of
$230,000 plus bonus, and terminates April 30, 1999. Messrs. Buckner's,
Ramamurthy's, Ciarrocchi's and Ornburg's employment agreements each contain a
non-compete and a change of control provision.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
REPORT OF THE COMPENSATION COMMITTEE
In compliance with the terms of the Stockholder Agreement described above
(See "Procedures for Nominating Directors") the Management Stockholders and
White River Ventures have agreed to the creation of a Compensation Committee,
which shall be responsible (i) for establishing guidelines with respect to all
compensation matters involving the Company and its Subsidiaries and (ii)
authorizing all compensation arrangements between the Company and its
Subsidiaries and their respective directors, officers, employees and consultants
involving the payment by the Company or any of its Subsidiaries to any of such
individuals of Base Salary equal to or greater than $125,000. The Compensation
Committee shall consist of members of the Board of Directors who are not
officers or employees of the Company or any of its Subsidiaries.
The Compensation Committee of the Board of Directors ("Committee")
establishes the general compensation policies of the Company and establishes the
specific compensation plans, performance goals and compensation levels for
executive officers. The Committee also administers and selects participants for
the current Employee Stock Option Plan. The Committee is composed of six
independent, non-employee directors who have no interlocking relationships.
COMPENSATION POLICIES
The principal objective of the Committee's approach to executive
compensation is to align such compensation with stockholder value. The Committee
seeks to accomplish this objective by setting base salaries below the median for
similar positions at comparable companies, while linking the two remaining
variable components of cash compensation (annual bonus and long term performance
cash award) to aggressive performance factors which enhance stockholder value.
Stock options are used as a vehicle to further align long-term executive
performance with stockholder value. In this way, above-average total
compensation is achieved only for outstanding Company performance.
COMPENSATION COMPONENTS
BASE SALARY. Base salary levels for the named Executive Officers are
determined by the Committee on the basis of what, in its discretion, it deems to
be appropriate pay for the responsibilities consistent with the policies stated
above.
ANNUAL BONUS. The CEO's annual cash bonus is discussed below under "1997
Chief Executive Officer Compensation Actions."
The annual cash bonus for executives other than the CEO is determined based
on several factors (i) the most significant factor is actual earnings per share
(EPS); (ii) company wide revenue goals; and (iii) achievement of specified,
measurable objectives related to the executive's area of responsibilities.
EMPLOYEE STOCK OPTIONS. Employee stock options are an important component
of the compensation package for executives because they directly focus
management's attention on the interests of stockholders. The Committee makes
periodic grants of stock options to executive officers and other key employees
to foster a commitment to increasing long-term stockholder value.
During 1997, the Committee granted a total of 337,500 options to selected
employees of which 70,000 options were granted to Company executives. The
Company's grants of options are always at fair market value on the date of
grant.
1997 CHIEF EXECUTIVE OFFICER COMPENSATION ACTIONS
The CEO's annual base salary for fiscal year 1997 was $525,000 an increase
from his previous salary of $448,008 which had been his annual base salary since
1989.
12
<PAGE>
The CEO's annual bonus is principally based on company performance targets
established annually by the Committee. Specifically, the factors considered
include actual earnings per share, company wide revenue goals and to a lesser
extent, the achievement of specified, measurable objectives. The Company
achieved its targeted earnings per share and a significant portion of its
targeted revenue goal. In April, 1998, a cash bonus of $275,000 was paid to the
CEO based on these achievements. In addition, the CEO received a grant of 70,000
options to purchase Common Stock of the Company with an exercise price of $18.50
per share.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee believes that its compensation programs have been structured
in a manner to preserve full deductibility to the Company of executive
compensation for Federal Income Tax purposes.
<TABLE>
<S> <C>
Thomas L. Kempner, Chairman
Compensation Committee
</TABLE>
13
<PAGE>
PERFORMANCE GRAPH
NOTE: THE STOCK PRICE PERFORMANCE SHOWN ON THE GRAPH IS NOT NECESSARILY
INDICATIVE OF FUTURE PRICE PERFORMANCE.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG CCC INFORMATION SERVICES GROUP INC., THE
S&P 500 INDEX AND THE S&P TECHNOLOGY-COMPUTER SERVICES INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CCC INFORMATION SERVICES GROUP S & P 500 S&P TECHNOLOGY SERVICES SECTOR
<S> <C> <C> <C>
8/96 $100.00 $100.00 $100.00
1996 $139.39 $116.85 $96.43
1997 $171.74 $155.83 $108.96
</TABLE>
- ------------------------
* Company became a public company on August 16, 1996. Assumes $100 invested on
August 16, 1996 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31, 1997.
14
<PAGE>
APPROVAL OF CCC INFORMATION SERVICES GROUP INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors has determined that, in order to give the Company the
ongoing flexibility to attract and retain the management and employee talent
necessary for the Company's continued success, the Company should provide an
Employee Stock Purchase Plan.
The affirmative vote of a majority in interest of the stockholders present
in person or by proxy at the Annual Meeting and entitled to vote will be
required to approve the new Employee Stock Purchase Plan, a quorum being
present.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE CCC INFORMATION SERVICES GROUP
INC. EMPLOYEE STOCK PURCHASE PLAN.
CCC Information Services Group Inc. Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan")
NOTE THAT THE EMPLOYEE STOCK PURCHASE PLAN HAS BEEN APPROVED BY THE BOARD OF
DIRECTORS AND WILL BE VOTED UPON BY THE STOCKHOLDERS AT THE ANNUAL MEETING.
THE CONTINUED OPERATION OF THE PLAN IS WHOLLY CONTINGENT UPON THE APPROVAL
OF THE PLAN BY THE STOCKHOLDERS.
A summary of the new Employee Stock Purchase Plan is set forth below. The
summary is qualified in its entirety by reference to the full text of the new
Employee Stock Purchase Plan, which is attached to this Proxy Statement as
Appendix A.
GENERAL. The CCC Information Services Group Inc. 1998 Stock Purchase Plan
(the "Plan") was adopted by the Board of Directors of the Company on January 20,
1998, subject to shareholder approval. A copy of the Plan is attached to this
Summary Description as Exhibit A. There are reserved for issuance under the Plan
a maximum of 500,000 shares of the common stock of the Company, par value of
$.10 (the "Common Stock"), subject to certain stock adjustments in the event of
stock splits, stock dividends or changes in corporate structure affecting the
Common Stock. Such shares are authorized, but unissued shares of Common Stock.
PURPOSE OF THE PLAN. The purpose of the Plan is to encourage greater stock
ownership among employees, thereby enhancing employee commitment to the Company
and providing employees an opportunity to share in the Company's success.
ELIGIBILITY. All employees of the Company, CCC Information Services Inc.
and Certified Collateral Corporation of Canada LTD. are eligible to participate
in the Plan, except that employees whose customary employment is for not more
than 5 months in any calendar year and employees who have not attained the age
of majority (generally age 18) where they reside are not eligible to
participate, unless such employee has been employed by the Company two years or
more and such employee's customary employment is more than 20 hours per week. In
addition, any employee who owns more than 5% of the Company's combined voting
power or value is not eligible to participate.
ADMINISTRATION. The Plan is administered by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). The Compensation
Committee is currently composed of all of the non-employee members of the Board
of Directors of the Company.
The Committee will act as the administrator of the Plan and make
administrative and procedural decisions regarding the Plan, will adopt rules and
regulations concerning the operation of the Plan, will decide questions of
construction and interpretation regarding the Plan and an employee's eligibility
to participate in the Plan. The Committee may employ such other persons and
delegate to them such powers, rights and duties as the Committee may consider
necessary to properly carry out the administration of the Plan.
15
<PAGE>
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.
OPERATION OF THE PLAN. Eligible employees may elect to participate in the
Plan by contributing on an after-tax basis from 1% to 10% of this base pay while
a participant in the Plan to purchase Common Stock of the Company. The Employee
will be entitled to purchase up to the number of full and fractional shares
(rounded to 4 decimal places) as their accumulated payroll deductions during any
calendar month permit. During a calendar year an employee may not purchase
Common Stock through this Plan with an aggregate fair market value (determined
as of the date each option is granted) that exceeds $25,000. In addition, this
$25,000 limitation is applied proportionally during the year to each grant of
options.
AMENDMENT OF THE STOCK PURCHASE PLAN. The Board of Directors may alter,
amend, suspend or discontinue the Plan or at any time. However, any amendment or
termination will not adversely affect any outstanding options.
EFFECTIVE DATE. The effective date of this Plan is March 1, 1998. However,
if the shareholders of the Company do not approve the Plan prior to January 20,
1999, all shares of Common Stock held under the Plan and any amount then held in
any purchase account will be distributed to the participating employee. If the
Plan does not receive timely shareholder approval, the difference between the
purchase price and market value of the shares purchased under the Plan will be
ordinary income to the employee.
TAX WITHHOLDING. Any amounts to be paid or shares of Company Stock to be
delivered by the Company under the Plan will be reduced to the extent permitted
or required under applicable law by any sums required to be withheld by the
Company or any participating subsidiary.
APPROVAL OF INCREASE THE NUMBER OF AUTHORIZED SHARES AVAILABLE TO BE GRANTED AS
OPTIONS UNDER CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN
During the 1997 Annual Meeting of Shareholders, the Shareholders approved
the CCC Information Services Group Inc. 1997 Employee Stock Option Plan. The
Board of Directors has determined that, in order to give the Company the ongoing
flexibility to attract and retain the management and employee talent necessary
for the Company's continued success, the Company should increase the maximum
number of options to purchase shares of the Company's common stock from 675,000
to 1,500,000 shares.
The affirmative vote of a majority in interest of the stockholders present
in person or by proxy at the Annual Meeting and entitled to vote will be
required to approve the authorization to increase the number of options to
purchase shares of Common Stock under the 1997 Employee Stock Option Plan.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE INCREASE IN THE NUMBER OF OPTIONS
TO PURCHASE COMMON STOCK UNDER THE 1997 EMPLOYEE STOCK OPTION PLAN TO A TOTAL OF
1,500,000 SHARES.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the 1999 Annual
Meeting (scheduled for April, 1999) must be received by the Company not later
than December 15, 1998, for inclusion in its Proxy Statement and form of proxy
relating to that meeting.
16
<PAGE>
APPENDIX A
CCC INFORMATION SERVICES GROUP INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
The purpose of the CCC Information Services Group Inc. 1998 Employee Stock
Purchase Plan (the "Plan"), is to provide employees of CCC Information Services
Group Inc. ("CCC") and Participating Subsidiaries (CCC and the Participating
Subsidiaries being collectively referred to as the "Company") an opportunity to
own an equity interest in CCC and, through such ownership, to promote their
identification with the interests of shareholders of CCC, to stimulate their
commitment to the business objectives of CCC and to maintain their motivation
through the opportunity to share in the growth of CCC. It is intended that
options issued pursuant to the Plan shall constitute options issued pursuant to
an "employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986, as amended.
2. DEFINITIONS
As used herein, the terms set forth below have the meanings assigned to them
in this Section 2 and shall include the plural as well as the singular.
(a) "Administrator" means the brokerage firm or financial institution (if
any) retained to perform administrative services described in Section 6(b).
(b) "Board of Directors" means the board of directors of CCC Information
Services Group Inc.
(c) "Brokerage Account" means the account in which the Deposited Shares are
held.
(d) "CCC" means CCC Information Services Group Inc., a Delaware corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the committee that administers the Plan and which is
appointed pursuant to Section 6.
(g) "Company" means CCC and any Participating Subsidiaries.
(h) "Compensation" means the Participant's base pay while a Participant in
the Plan, which excludes overtime and bonuses.
(i) "Deposited Shares" means the full and fractional Shares that have been
purchased for a Participant pursuant to the exercise of Options under the Plan
and which are held for the Participant in a Brokerage Account.
(j) "Elected Percentage" means the percentage of Compensation that the
Participant elects to contribute toward the purchase of Shares pursuant to this
Plan.
(k) "Entry Date" means the first day of February, May, August and November;
provided, however, that the initial Entry Date shall be March 1, 1998.
(l) "Fair Market Value" means for a Trading Day the closing price for Shares
as reported by NASDAQ or, if the Shares are no longer listed on NASDAQ, as
reported on such other exchange on which the Shares are listed.
(m) "Grant Date" means the first Trading Day of February, May, August and
November; provided, however, that the initial Grant Date shall be the first
Trading Day of March 1998.
A-1
<PAGE>
(n) "Option" means an option granted under this Plan that will entitle a
Participant to purchase Shares.
(o) "Participating Subsidiary" means a Subsidiary listed in Appendix A whose
employees are eligible to be granted Options under the Plan.
(p) "Plan" means the CCC Information Services Group Inc. 1998 Employee Stock
Purchase Plan.
(q) "Purchase Account" means the account used to purchase Shares through the
exercise of Options under the Plan.
(r) "Purchase Date" means the last Trading Day of each calendar month, or
such other date as shall be established by the Committee.
(s) "Purchased Shares" means the full and fractional Shares purchased
pursuant to the exercise of Options under the Plan.
(t) "Restricted Period" means the period of time during which Shares are
held in the Deposit Account pursuant to Section 11(d).
(u) "Shares" means the common stock of CCC Information Services Group Inc.,
par value $.10 per share.
(v) "Statutory Limitation" is defined in Section 7.
(w) "Subsidiary" means any corporation of which stock possessing at least
50% of the total combined voting power of all classes of stock entitled to vote
is owned by CCC or any other Subsidiary or Subsidiaries.
(x) "Trading Day" means any day on which Shares are traded on NASDAQ, or if
the Shares are no longer listed on NASDAQ, such other exchange on which the
Shares are listed.
3. STOCK TO BE ISSUED UNDER THE PLAN
(A) CCC SHARES. The stock subject to Options shall be the common stock of
CCC (the "Shares"), as traded on NASDAQ or on such other exchange as the Shares
shall be listed.
(B) LIMITS UPON NUMBER OF SHARES ISSUABLE. Subject to adjustment pursuant
to Section 12, the maximum number of Shares issuable upon the exercise of
Options shall not exceed 500,000. Shares granted under the Plan may be either
authorized but unissued shares or shares now or hereafter held in the treasury
of CCC. In the event that any Option granted pursuant to this Plan expires or is
terminated, surrendered or canceled without being exercised, in whole or in
part, for any reason, the Shares which were subject to such Option shall again
be available for grant as an Option under this Plan and shall not reduce the
aggregate number of Shares available for grant under this Plan.
4. APPROVAL BY SHAREHOLDERS
Continuance of the Plan shall be subject to approval by the shareholders of
CCC within twelve months before or after the date the Plan is adopted by the
Board of Directors. If such shareholder approval is obtained at a duly held
shareholders' meeting, it may be obtained by the affirmative vote of the holders
of a majority of the Shares of CCC present at the meeting or represented and
entitled to vote thereon.
5. ADMINISTRATION
(A) POWERS AND DUTIES OF COMMITTEE. The Plan shall be administered, in
accordance with the provisions hereof, by a duly authorized committee the
members of which shall be appointed by the Board of Directors (the "Committee").
Subject to the provisions of the Plan and Section 423 of the Code, the
A-2
<PAGE>
Committee shall have the discretionary authority to determine the time and
frequency of granting Options, the terms and conditions of the Options and the
number of Shares subject to each Option. The Committee shall also have the
discretionary authority to do everything necessary and appropriate to administer
the Plan, including, without limitation, interpreting the provisions of the Plan
(but any such interpretation shall not be inconsistent with the provisions of
Section 423 of the Code). All actions, decisions and determinations of, and
interpretation by, the Committee with respect to the Plan shall be final and
binding upon all Participants and upon their executors, administrators, personal
representatives, heirs and legatees. No member of the Board of Directors or the
Committee shall be liable for any action, decision, determination or
interpretation made in good faith with respect to the Plan or any Option granted
hereunder.
(B) ADMINISTRATOR. CCC, any Participating Subsidiary or the Committee may
engage the services of a brokerage firm or financial institution (the
"Administrator") to perform certain ministerial and procedural duties under the
Plan including, but not limited to, mailing and receiving notices contemplated
under the Plan, determining the number of Purchased Shares for each Participant,
maintaining or causing to be maintained the Purchase Account and the Brokerage
Account, disbursing funds maintained in the Purchase Account or proceeds from
the sale of Shares through the Brokerage Account, and filing with the
appropriate tax authorities proper tax returns and forms (including information
returns) and providing to each Participant statements as required by law or
regulation.
6. ELIGIBILITY
(A) EMPLOYEES ONLY; NON-DISCRIMINATION. Only employees of the Company shall
be eligible to be granted Options under the Plan. Every employee of the Company
shall be eligible to participate on the first Entry Date that occurs after such
employee's first day of employment; PROVIDED, that such employee completes and
submits an election form by the deadline prescribed by the Committee.
Notwithstanding anything in the foregoing to the contrary, employees whose
customary employment is for not more than 5 months in any calendar year shall
not be eligible to participate. In addition to the foregoing eligibility
restrictions, an employee who has not attained the age of majority in his/her
place of residence shall not be eligible to participate in the Plan unless such
employee has been employed by the Company 2 years or more and such employee's
customary employment is more than 20 hours per week. An employee who does not
become a Participant on the first Entry Date on which he/she is eligible may
thereafter become a Participant on any subsequent Entry Date by completing and
submitting an election form by the deadline prescribed by the Committee. All
employees eligible to be granted Options under the Plan shall have the same
rights and privileges with respect to Options granted at the same time.
(B) 5% SHAREHOLDERS EXCLUDED. Notwithstanding the foregoing, in no event
may an employee be granted an Option if such employee, immediately after the
Option is granted, owns stock possessing 5% or more of the total combined voting
power or value of all classes of stock of CCC or a Subsidiary. For purposes of
determining such stock ownership, the rules of Section 424(d) of the Code shall
apply, and stock which the employee may purchase under outstanding options
(whether issued pursuant to this Plan or otherwise) shall be treated as stock
owned by the employee.
7. LIMITATIONS ON NUMBER OF SHARES TO BE PURCHASED
In no event shall a Participant be granted an Option which would permit
his/her rights to purchase Shares under all employee stock purchase plans
(within the meaning of Section 423 of the Code) of his/her employing
Participating Subsidiary and its parent and subsidiary corporations (as defined
in Section 424 of the Code) to accrue at a rate which exceeds $25,000 in Fair
Market Value of such Shares (determined at the Grant Date relating to such
Option) for each calendar year in which any such Option is outstanding at any
time (such limitation is referred to herein as the "Statutory Limitation"). The
Statutory Limitation applies only to Options granted under "employee stock
purchase plans" within the meaning of Section 423 of the Code and does not limit
the amount of Shares or other stock of CCC which an employee may purchase under
any other stock or bonus plans then in effect.
A-3
<PAGE>
8. PURCHASE ACCOUNT
A non-interest-bearing account shall be established with the Administrator
(the "Purchase Account") for the purpose of purchasing Shares by Participants
under the Plan. Shares purchased under the Plan shall be purchased with funds
credited to the Purchase Account in accordance with the Participant's election
under Section 9.
9. PAYROLL DEDUCTIONS
(A) A Participant who elects to purchase Shares under this Plan shall be
deemed to have authorized his/her employer to withhold 1% to 10% (in whole
percentages) from the periodic payment of his/her Compensation (the "Elected
Percentages"). The Participant's employer shall withhold the Elected Percentage
from each payment of Compensation, commencing on the Entry Date on which the
employee becomes a Participant and continuing until such election is changed or
terminated. Such Participant shall be deemed to have given instruction to
his/her employer to credit the amount so deducted to the Purchase Account. The
amounts so credited in the Purchase Account during each calendar month may only
be applied toward the purchase of Shares pursuant to Options granted on the
immediately preceding Grant Date.
(B) CHANGING THE ELECTION. A Participant may change his/her Elected
Percentage or terminate the election under subsection (a) above as of a
subsequent Entry Date by completing and submitting a change in election form by
the deadline prescribed by the Committee.
10. GRANT AND EXERCISE OF OPTIONS
(A) GRANT. Options to purchase up to the number of Shares equal to 10% of
each Participant's Compensation for the current calendar month and the next
succeeding two calendar months divided by the Purchase Price (subject to the
Statutory Limitation) shall be deemed to have been granted on the first Trading
Day of February, May, August and November (the "Grant Date"); provided, however
that the initial grant of Options shall be a grant on the first Trading Day of
March 1998 to purchase up to the number of Shares equal to 10% of each
Participant's Compensation for March and April 1998 divided by the Purchase
Price (subject to the Statutory Limitation). Notwithstanding anything in the
foregoing to the contrary, in no event shall the number of Options granted on
any Grant Date exceed the Statutory Limitation divided by four; provided,
however, that the initial grant of Options shall not exceed the Statutory
Limitation divided by six.
(B) EXERCISE. One-third of the Options shall be exercised and full and
fractional Shares shall be purchased using amounts credited to each
Participant's Purchase Account as of the last Trading Day of the calendar month
containing the Grant Date and each of the next two succeeding calendar months,
or such other date(s) as shall be established by the Committee (each such date
being a "Purchase Date"). Notwithstanding anything in the foregoing to the
contrary, one-half of the initial Options shall be exercised and full and
fractional Shares shall be purchased using the amounts credited to each
Participant's Purchase Account as of the March and April 1998 Purchase Dates,
respectively.
11. TERMS AND CONDITIONS OF OPTIONS.
Options granted hereunder shall be subject to the following terms and
conditions:
(A) PURCHASE PRICE. The purchase price of each Share subject to an Option
under the Plan shall be the lesser of 85 percent of the Fair Market Value of a
Share on the applicable Grant Date or 85 percent of the Fair Market Value of a
Share on the applicable Purchase Date.
A-4
<PAGE>
(B) TERM OF OPTIONS. An Option granted hereunder shall expire after the
applicable Purchase Date next following the Grant Date.
(C) ASSIGNABILITY OF OPTIONS. No Option granted hereunder shall be
assignable or transferable except by will or by the laws of descent and
distribution, and shall be exercisable, during the lifetime of the Participant,
only by the Participant.
(D) RESTRICTED PERIOD. Upon exercise of an Option, and subject to
subsection (e) below, the Participant shall be deemed to have consented to the
deposit of all of the full and fractional Shares purchased pursuant to such
exercise (the "Deposited Shares") in a designated brokerage account maintained
by the Administrator for such benefit (the "Brokerage Account") for the greater
of a two year period after the relevant Grant Date or a one year period after
the relevant Purchase Date (the "Restricted Period"). The Deposited Shares will
be held in book-entry form in the name of the Administrator as nominee.
(E) WITHDRAWAL AND SALE OF DEPOSITED SHARES. A Participant (or if the
Participant has died, his/her executor or personal representative) may instruct
the Administrator (either in writing or in accordance with such procedures as
established by the Committee) to (i) sell his/her Deposited Shares through the
Brokerage Account at any time and (ii) pay over to such Participant the proceeds
(less any expenses and withholding taxes, including, without limitation, wage
and employment withholding taxes) of such sale. In addition, a Participant (or
if the Participant has died, his/her executor or personal representative) may
withdraw the Participant's Deposited Shares at any time at his/her own expense.
Such withdrawal shall be contingent on the Participant satisfying all Federal
income tax obligations. If the employment of a Participant is terminated (for
any reason) and such termination occurs subsequent to the Restricted Period with
respect to any Deposited Shares or subsequent to such termination the Restricted
Period lapses, the Administrator may require the Participant to withdraw such
Deposited Shares from the Brokerage Account at the Participant's own expense.
12. ADJUSTMENT OF NUMBER OF SHARES SUBJECT TO OPTIONS
The aggregate number of Shares with respect to which Options may be granted,
the aggregate number of Shares subject to each outstanding Option, and the
Option price per Share may all be appropriately adjusted as the Board of
Directors may determine for any increase or decrease in the number of issued and
outstanding Shares resulting from a subdivision or consolidation of Shares,
whether through reorganization, recapitalization, stock split-up, stock
distribution or combination of Shares, or the payment of a Share dividend or
other increase or decrease in the number of such Shares outstanding effected
without receipt of consideration by CCC. Adjustments under this Section 12 shall
be made according to the sole discretion of the Board of Directors, and its
decision shall be binding and conclusive; provided, however, that Options
granted pursuant to the Plan shall not be adjusted in a manner that causes the
Options to fail to qualify as options issued pursuant to an "employee stock
purchase plan" within the meaning of Section 423.
13. RIGHTS AS A SHAREHOLDER.
A Participant shall have rights as a shareholder of CCC with respect to each
Deposited Share under the Plan.
14. OTHER REGULATORY ACTIONS
Prior to the offering of any Shares under the Plan, CCC shall effect a
registration of the offering of the Shares of CCC reserved under the Plan in
accordance with the requirements of the Securities Act of 1933 and the rules and
regulations thereunder.
A-5
<PAGE>
15. AMENDMENTS; TERMINATION OF THE PLAN
The Board of Directors may from time to time amend, modify, suspend,
discontinue or terminate the Plan at any time without notice; PROVIDED that no
Participant's existing rights in respect of existing Options are adversely
affected thereby; PROVIDED, FURTHER, upon any such amendment or modification,
all Participants shall continue to have the same rights and privileges in
respect of existing Options; PROVIDED, FURTHER, that no such amendment of the
Plan shall, except as provided in Section 13 hereof: (i) increase the total
number of Shares issuable under the Plan; (ii) increase the maximum number of
Shares which any Participant may purchase under the Plan; or (iii) increase,
enlarge or improve the rights of existing or future Participants under the Plan
unless such amendment shall have been approved by shareholders of CCC within the
twelve month period either before or after the adoption of such amendment.
16. NO OTHER OBLIGATIONS
The receipt of an Option pursuant to the Plan shall impose no obligation
upon the Participant to purchase any Shares covered by such Option. Nor shall
the granting of an Option pursuant to the Plan constitute an agreement or an
understanding, express or implied, on the part of CCC or any Participating
Subsidiary to employ the Participant for any specified period.
17. NOTICES
Any notice which the Company or any Participant may be required or permitted
to give to the other shall be in writing and may be delivered personally or by
mail, postage prepaid, addressed: if to the Company (or to the Administrator),
to such address as the Company, by notice to such Participant, may designate in
writing from time to time; and, if to the Participant, at his/her address as
shown on the payroll records of the Company.
18. GOVERNING LAW.
The Plan and all Options granted hereunder shall be construed in accordance
with and governed by the laws of the State of Illinois without reference to
choice of law principles and subject in all cases to the Code and the
regulations thereunder.
A-6
<PAGE>
APPENDIX A
PARTICIPATING SUBSIDIARIES
CCC Information Services Inc. (effective March 1, 1998)
Certified Collateral Corporation of Canada, LTD. (effective March 1, 1998)
A-7
<PAGE>
PROXY PROXY
CCC INFORMATION SERVICES GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 25, 1998
The undersigned appoints David M. Phillips, Thomas L. Kempner and
Michael R. Eisenson, and each of them, as proxies, with full power of
substitution and revocation, to vote, as designated above, all the Common
Stock of CCC Information Services Group Inc. which the undersigned has power
to vote, with all powers which the undersigned would possess if personally
present, at the annual meeting of stockholders thereof to be held on
August 25, 1998 or at any adjournment thereof.
Unless otherwise marked, this proxy will be voted FOR the election of
the nominees named and FOR Proposals No. 2. and No. 3.
PLEASE VOTE, SIGN, DATE AND RETURN THIS FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- ------------------------------------------------------------------------------
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
[ ]
1. ELECTION OF DIRECTORS
NOMINEES: Michael R. Eisenson, Thomas L. Kempner,
Dudley C. Mercury, David M. Phillips, For Withhold For All
Mark A. Rosen, Michael R. Stanfield, All All Except
Herbert S. Winokur / / / / / /
_______________________________________
(EXCEPT NOMINEE(S) WRITTEN ABOVE)
2. Approval of CCC Information Services Group Inc. For Against Abstain
Employee Stock Purchase Plan. / / / / / /
3. Approval to increase number of shares authorized
to be purchased pursuant to the Company's For Against Abstain
Stock Option Plan. / / / / / /
THE SIGNATORY HEREBY ACKNOWLEDGES RECEIPT OF THE
ACCOMPANYING NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT.
Dated: _________________, 1998
Signature(s)______________________________________
______________________________________
Please sign exactly as your name
appears. Joint owners should each sign.
Where applicable, indicate your official
position or representation capacity.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
