SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CCC INFORMATION SERVICES GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
----------------------------------------
(Title of Class of Securities)
12487Q198
---------------------
(CUSIP Number)
James M. Better Drake S. Tempest, Esq.
Capricorn Investors II, L.P. O'Melveny & Myers LLP
c/o Capricorn Holdings, LLC The Citicorp Center
30 East Elm Street 153 East 53rd Street, 54th Floor
Greenwich, Connecticut 06830 New York, New York 10022-4611
(203) 861-6600 (212) 326-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 21, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Investors II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,337,000
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,337,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Holdings, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,337,000
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,337,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert S. Winokur, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,337,000
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,337,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND THE ISSUER
The title of the class of equity securities to which this statement
relates is:
Common Stock, $.10 par value ("COMMON STOCK"), of
CCC Information Services Group Inc., a Delaware corporation (the
"COMPANY")
The name of the issuer and address of its principal executive offices
are:
CCC Information Services Group Inc.
444 Merchandise Mart
Chicago IL 60654
(312) 222-4636
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Capricorn Investors II, L.P., a
Delaware limited partnership ("CAPRICORN II"), Capricorn Holdings, LLC, a
Delaware limited liability company and sole general partner of Capricorn II
("CAPRICORN HOLDINGS"), and Herbert S. Winokur, Jr., the manager of Capricorn
Holdings ("WINOKUR"). Winokur may be deemed to control Capricorn II and
Capricorn Holdings, respectively.
The principal business address of the reporting persons is 30 East Elm
Street, Greenwich, Connecticut 06830. Winokur is a citizen of the United States
of America.
During the past five years, none of the reporting persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Capricorn II is principally engaged in making equity and debt
investments in, and controlling or otherwise influencing the operations of,
other companies, currently including companies involved in the manufacture of
adult incontinence products, the license and sale of branded baked goods, the
design and fabrication of oil field processing equipment and systems for
domestic and international oil and gas industry, and mortgage origination and
servicing.
<PAGE>
The reporting persons do not constitute, and are not filing this
statement, as a "group" within the meaning of Rule 13d-5 under the Securities
Exchange Act of 1934 (the "EXCHANGE ACT"). For purposes of Section 13(d) of the
Exchange Act, each reporting person disclaims beneficial ownership of shares of
Common Stock beneficially owned by any other reporting person, except that
neither Capricorn Holdings nor Winokur disclaim beneficial ownership of shares
of Common Stock beneficially owned by the other. See also Item 6.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Capricorn II has agreed to purchase 1,337,000 shares of Common Stock at
a purchase price of $18.34 per share, 72 shares of the Company's Series C
Cumulative Redeemable Preferred Stock ("SERIES C PREFERRED STOCK") at a purchase
price of $1,000 per share and 407 shares of the Company's Series D Cumulative
Redeemable Preferred Stock ("SERIES D PREFERRED STOCK") at a purchase price of
$1,000 per share, for an aggregate purchase price of $24,999,580 for all shares
to be purchased, plus accrued and unpaid dividends through July 21, 1998 on the
Series C Preferred Stock and Series D Preferred Stock. The funds will be
provided by capital contributed to Capricorn II by its partners.
ITEM 4. PURPOSE OF TRANSACTION
The Schedule 13D is being filed to report the acquisition by the
reporting persons of beneficial ownership of Common Stock and other securities
of the Company pursuant to an agreement between Capricorn II and White River
Ventures, Inc. ("WHITE RIVER VENTURES"). White River Ventures is a wholly owned
subsidiary of White River Corporation, a Delaware corporation ("WHITE RIVER
CORP."). In Amendment No. 1 to its Schedule 13G filed July 10, 1998, White River
Corp. reported the following with respect to its ownership of securities of the
Company:
"The aggregate number of shares of Common Stock that White River
Corp. owns beneficially, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, is 8,584,564, which
constitutes approximately 34.7% of the outstanding shares of
Common Stock. White River Corp. and its affiliates also
beneficially own or control an aggregate of 630 Shares of the
Series C Preferred Stock, 3,601 shares of the Series D Preferred
Stock and 500 shares of the Series E Cumulative Redeemable
Preferred Stock (the "Series E Preferred Stock").
<PAGE>
The Series E Preferred Stock carries certain voting rights
according to a formula, the effect of which is to cause White
River Corp. and its affiliates, through their ownership of shares
of Series E Preferred Stock, to have 51% of the votes to be cast
on any matter to be voted upon by the holders of Common Stock. To
the extent White River Corp. and its affiliates also own shares
of Common Stock, such Series E Preferred Stock will only provide
an additional voting percentage that, when added together with
the vote from White River Corp.'s and its affiliates' shares of
Common Stock, will provide White River Corp. and its affiliates
with a maximum of 51% of the votes. White River Corp. and its
affiliates have the sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the securities
to which this Schedule 13G relates, subject to the terms of the
Amended and Restated Stockholders Agreement described more fully
in Item 8...[of the White River Corp. Schedule 13G]...and the
Existing Assets Management Agreement described more fully in ...
[the White River Corp. Schedule 13G]....
"Pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of December 11, 1997, as amended, among Demeter
Holdings Corporation, a Massachusetts corporation ("Demeter"),
WRC Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Demeter ("MergerCo."), WRV Merger Corp., a Delaware
corporation and a wholly owned subsidiary of MergerCo. ("Merger
Sub"), White River Corp. and White River Ventures, on June 30,
1998, MergerCo merged with and into White River Corp. and
MergerSub merged with and into White River Ventures. As a result,
White River Corp. is a wholly owned subsidiary of Demeter and
White River Ventures is a wholly owned subsidiary of White River
Corp. Demeter is solely controlled by the President and Fellows
of Harvard College ("Harvard"), a Massachusetts educational
corporation and title-holding company for the endowment fund of
Harvard University. Demeter has the power to direct the receipt
of dividends from, or the proceeds from the sale of, the
securities beneficially owned by White River Ventures.
"Pursuant to the Existing Assets Management Agreement, dated as
of July 1, 998, between Charlesbank Capital Partners, LLC
("Charlesbank"), Harvard and certain individuals, Charlesbank
will act as an investment manager on behalf of Harvard and its
affiliates in connection with certain
<PAGE>
existing investments of Harvard and its affiliates, including the
investment in the ... [Company] ... disclosed ... [in the White
River Corp. Schedule 13G]."
In the White River Corp. Schedule 13G, White River Corp. also reported
that it had entered into an Amended and Restated Stockholders Agreement pursuant
to which the Board of Directors of the Company is currently fixed at seven
persons, four of whom are designees of White River Ventures. Contemporaneously,
with the mergers described above, White River Ventures requested Winokur and Mr.
Dudley Mecum ("MECUM"), a member of Capricorn Holdings, to serve as designees of
White River Ventures on the Company's Board and Winokur and Mecum were appointed
as directors of the Company on June 30, 1998.
On July 21, 1998, White River Ventures and Capricorn II entered into a
Stock Purchase Agreement dated as of July 21, 1998 (in the form attached hereto
as Exhibit 1, the "PURCHASE AGREEMENT"), pursuant to which Capricorn II has the
right and obligation to acquire 1,337,000 shares of Common Stock, 72 shares of
Series C Preferred Stock and 407 shares of Series D Preferred Stock at a
purchase price, payable in cash, of $18.34 per share of Common Stock and $1,000
per share of Series C Preferred Stock and Series D stock, for an aggregate
purchase price of $24,999,580, plus accrued and unpaid dividends through the
date of the Purchase Agreement (the "ACQUISITION"). The respective obligations
of White River Ventures and Capricorn II are subject to the satisfaction of
conditions specified in the Purchase Agreement, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended. The closing of the Acquisition under the Purchase Agreement
is as soon as practicable following satisfaction of the conditions set forth in
the Purchase Agreement. Reference is made to the Purchase Agreement for a
complete statement of the terms thereof.
Upon execution of the Shareholders Agreement described in Item 6 below,
the reporting persons and White River Ventures may be deemed to constitute a
"group" within the meaning of Rule 13d-5(b)(1) under the Act and, as such, each
member of the group would be deemed to own beneficially all shares held, in the
aggregate, by all group members. Pursuant to Rule 13d-4, the reporting persons
disclaim beneficial ownership of the Common Stock held by White River Ventures.
The purpose of Capricorn II, Capricorn Holdings and Winokur in causing
Capricorn II to enter into the Purchase Agreement and acquire the shares of
Common Stock from White River is to acquire an equity position in the Company
and,
<PAGE>
through its representation on the Company's Board of Directors, to influence the
management, policies and activities of the Company.
If Capricorn II acquires shares of Common Stock in the Acquisition,
Capricorn II may subsequently acquire or dispose of other shares of Common Stock
or other equity securities of the Company. The amount, timing and conditions of
any such possible purchase or sale of any shares of Common Stock or other equity
securities of the Company by Capricorn II will depend upon the continuing
assessment by Capricorn II, Capricorn Holdings and Winokur, of all relevant
factors, including without limitation the following: the Company's business and
prospects; the attitude and actions of the management, board of directors and
other stockholders of the Company; other business and investment opportunities
available to Capricorn II; the business and prospects of Capricorn II; economic
conditions generally and in the automotive information and claims processing
services business particularly; stock market, commodity market and money market
conditions; the availability and nature of opportunities to dispose of the
securities of the Company owned by Capricorn II; the availability and nature of
opportunities for Capricorn II to purchase additional securities of the Company;
and other plans and requirements of Capricorn II. The amount, timing and
conditions of any such dispositions of securities of the Company will also
depend on actions of the parties under the Shareholders Agreement described in
Item 6, below. Depending upon their assessment of these factors from time to
time, Capricorn II, Capricorn Holdings or Winokur may change their present
intentions as stated above.
The determination of Capricorn II, Capricorn Holdings and Winokur, as
the case may be, to have Capricorn II make an equity investment in the Company
was made in the context of an overall review of the Company and its
subsidiaries, which included the possibility (which Capricorn II, Capricorn
Holdings and Winokur intend to continue to consider) of seeking to acquire
equity securities of the Company in addition to the shares of Common Stock and
preferred stock to be acquired pursuant to the Purchase Agreement, although none
of Capricorn II, Capricorn Holdings and Winokur have any present plans in this
regard.
Should Capricorn II in the future seek to acquire additional shares of
Common Stock or other equity securities of the Company (including, without
limitation, by means of market or privately negotiated purchases of securities
of the Company, a tender offer, merger or otherwise), the prior establishment of
an equity position in the Company might assist Capricorn II in reaching such
result.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Upon the closing of the Acquisition, Capricorn II will be the direct
beneficial owner, and Capricorn Holdings and Winokur will be the indirect
beneficial owners, of 1,337,000 shares of Common Stock. Based upon 25,021,887
shares of Common Stock issued and outstanding on June 30, 1998 (as reported in
response to an inquiry to the Company), and determined without giving effect to
the exercise of any options to purchase shares or other rights to purchase or
receive shares, the shares are equal to approximately 5.34% of the number of
outstanding shares of Common Stock. Capricorn II, Capricorn Holdings and
Winokur, may be deemed to share the power to vote and direct the disposition of
the shares of Common Stock to be so acquired.
Except as set forth herein, none of the reporting persons has effected
any transactions in the Common Stock during the 60 days preceding the filing of
this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER
The Purchase Agreement provides that at the closing of the Acquisition,
White River Ventures and Capricorn II will enter into an agreement (in the form
annexed as Exhibit 2, the "Shareholders Agreement"). The Shareholders Agreement
will provide that Capricorn II and White River Ventures will vote all Common
Stock now or hereafter acquired by them, and will take all reasonable action as
shareholders of the Company to cause, the election to the board of directors of
the Company of one individual designated from time to time by Capricorn II and
any individuals designated from time to time by White River Ventures. Capricorn
II's rights described in the preceding sentence may be exercised only so long as
Capricorn II owns at least 80% of the Common Stock acquired by Capricorn II
pursuant to the Stock Purchase Agreement. The Shareholders Agreement will also
provide the parties with certain rights relating to dispositions of Common
Stock, including mutual "tag along" rights and mutual first offer rights with
respect to sales of such stock by the parties and, in White River Ventures'
case, "drag along" rights entitling White River Ventures to require the
reporting persons to sell such shares in connection with sales by White River
Ventures to the same purchaser and on substantially the same terms and
conditions. Reference is made to the Shareholders Agreement for a complete
statement of the terms thereof.
In Amendment No. 1 to the White River Corp. Schedule 13G, White River
Corp. reported the following in Item 6 thereof:
<PAGE>
"David M. Phillips, Loeb Investors Co. XV, Loeb
Investors Co. XIII and Loeb Investors Co. 108
(collectively, the "Inside Stockholders"), White River
Ventures (together with the Inside Stockholders, the
"Stockholders") and the ... [Company] ... entered into
an Amended and Restated Stockholders Agreement dated
June 30, 1998 pursuant to which the Inside Stockholders
and White River Ventures have agreed to certain
provisions regarding the corporate governance of the ...
[Company] ..., including the election of directors. The
Amended and Restated Stockholders Agreement terminates
upon the first to occur of (i) the written agreement of
the parties, (ii) the liquidation or dissolution of the
... [Company] ..., (iii) the first day on which there
are no shares of Series C or Series D or Series E
Preferred Stock outstanding or (iv) June 16, 1999. Until
the Amended and Restated Stockholders Agreement
terminates, the following provisions are in effect,
among others:
"The Stockholders agree to vote in favor of any proposed
amendment to the ... [Company]'s ... Certificate of
Incorporation the purpose of which is to fix at nine the
maximum number of members of the Board of Directors of
the ... [Company] .... Until such an amendment is
approved, the Stockholders and the ... [Company] ...
shall take all actions necessary to cause the nomination
and election to the board of directors of (i) four
individuals designated by White River Ventures and (ii)
three individuals designated by a majority of shares of
Common Stock held by the Inside Stockholders. After the
amendment to the ... [Company]'s ... Certificate of
Incorporation is approved, the Stockholders and the ...
[Company] ... shall take all actions necessary to cause
the nomination and election to the board of directors of
(i) five individuals designated by White River Ventures
and (ii) four individuals designated by a majority of
shares of Common Stock held by the Inside Stockholders.
The Inside Stockholders and White River Ventures shall
act to cause vacancies on the board of directors to be
filled by successors designated by the stockholder group
that designated the prior incumbent 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 ... [Company] ...
<PAGE>
"In addition, the Stockholders 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 Inside
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 Inside Stockholders and
subject to the receipt of a fairness opinion, if
requested by White River Ventures, from an investment
bank selected by White River Ventures. Following the
voluntary resignation from the board of directors, death
or disability of David M. Phillips, the Inside
Stockholders and White River Ventures 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 Stockholders have also agreed that a majority of
the directors designated by the Inside 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 ... [Company] ... shall not consummate
any such offering (i) unless the ... [Company] ... can
demonstrate to the reasonable satisfaction of White
River Ventures that after giving effect to such
subsequent offering the ... [Company] ... would have
funds legally available to redeem shares of the
Redeemable Preferred Stock in accordance with its terms
and (ii) without 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 Amended and Restated Stockholders
Agreement, the parties thereto may be deemed to
constitute a "group" within the meaning of Rule
13d-5(b)(1) under the Act, and as such, each member of
the group would be deemed to own beneficially all shares
held, in the aggregate, by all group members. Pursuant
to Rule 13d-4, ... [White River Corp.] ... disclaims
beneficial
<PAGE>
ownership of the Common Stock held by all other parties
of the Amended and Restated Stockholders Agreement."
As noted in Item 4, the reporting persons may be deemed to constitute a
"group" with White River Ventures within the meaning of Rule 13d-5(b)(1) under
the Act. In the Stock Purchase Agreement, Capricorn II has agreed that it will
acknowledge that the Common Stock is subject to the Amended and Restated
Stockholders Agreement. The proposed form of acknowledgment is Exhibit 3 to this
Schedule 13D. The reporting persons disclaim membership in a group with the
Stockholders and disclaim beneficial ownership of the Common Stock held by the
Stockholders.
Reference is made to Item 4 above and Exhibit 1 for a description of
the Purchase Agreement and the arrangements pursuant to which Messrs. Winokur
and Mecum were appointed to the Company's Board of Directors. White River has
informed Capricorn II that, acting pursuant to the Amended and Restated
Stockholders Agreement described above, Messrs Winokur and Mecum have been
designated as two of White River's nominees to the Company's Board of Directors
at the 1998 annual meeting of stockholders of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stock Purchase Agreement dated as of July 21, 1998
between White River Ventures, Inc. and Capricorn
Investors II, L.P.
Exhibit 2 Form of Shareholders Agreement to be executed by White
River Ventures, Inc. and Capricorn Investors II, L.P.
Exhibit 3 Form of Acknowledgment of Amended and Restated
Stockholders Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 22, 1998
CAPRICORN INVESTORS II, L.P.
By Capricorn Holdings, LLC,
its General Partner
By: /s/ HERBERT S. WINOKUR, JR.
---------------------------------------------
Herbert S. Winokur, Jr., Manager
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 22, 1998
CAPRICORN HOLDINGS, LLC
By: /s/ HERBERT S. WINOKUR, JR.
---------------------------------------------
Herbert S. Winokur, Jr., Manager
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 22, 1998
By: /s/ HERBERT S. WINOKUR, JR.
---------------------------------------------
Herbert S. Winokur, Jr.
<PAGE>
EXHIBIT INDEX
Stock Purchase Agreement dated as of July ............Exhibit 1
27, 1998 between White River Corporation
and Capricorn Investors II, L.P.
Form of Shareholders Agreement to be .................Exhibit 2
executed by White River Ventures, Inc.
and Capricorn Investors II, L.P.
Form of Acknowledgment of Amended and ................Exhibit 3
Restated Stockholders Agreement
Ex. - 1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of July 21,
1998 by and between Capricorn Investors, II L.P., a Delaware limited partnership
("Purchaser"), and White River Ventures, Inc., a Delaware corporation (the
"Seller").
Seller desires to sell, and the Purchaser desires to buy, 1,337,000
shares of the Common Stock of CCC Information Services Group Inc. (the
"Company"), 72 shares of the Series C Cumulative Redeemable Preferred Stock,
$1.00 par value (the "Series C Preferred Stock"), of the Company and 407 shares
of the Series D Cumulative Redeemable Preferred Stock, $1.00 par value (the
"Series D Preferred Stock"), of the Company for an aggregate purchase price (the
"Purchase Price") of $24,999,580 plus accrued and unpaid dividends through the
date hereof with respect to the Series C Preferred Stock and Series D Preferred
Stock sold hereunder on the terms and conditions set forth in this Agreement. In
consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINED TERMS. As used in this Agreement, unless the
context otherwise requires, the following terms shall have the following
meanings:
"CLOSING" has the meaning set forth in Section 2.2.
"COMPANY" has the meaning set forth in the Preamble.
"COMMON STOCK" means the common stock of the Company, par value $0.10
per share.
"ESCROW AGENT" means State Street Bank and Trust Company, acting as
escrow agent under the Escrow Agreement.
"ESCROW AGREEMENT" means the Escrow Agreement dated as of July 21, 1998
among Purchaser, Seller and the Escrow Agent substantially in the form attached
hereto as Exhibit A.
"HART-SCOTT-RODINO ACT" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated
under it.
"PERSON" means any natural person, corporation, general partnership,
limited partnership, limited liability company, union, association, court or
government agency, board or other entity or instrumentality.
<PAGE>
"PREFERRED SHARES" means the 72 shares of Series C Preferred Stock and
407 shares of Series D Preferred Stock to be sold by WRV to Capricorn hereunder.
"PURCHASE PRICE" has the meaning set forth in the Preamble.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SERIES C PREFERRED STOCK" has the meaning set forth in the Preamble.
"SERIES D PREFERRED STOCK" has the meaning set forth in the Preamble.
"SHAREHOLDERS AGREEMENT" has the meaning set forth in Section 2.2.
"SHARES" means the shares of the Common Stock, Series C Preferred Stock
and Series D Preferred Stock to be sold by Seller, and to be purchased by the
Purchaser, at the Closing.
"STOCKHOLDERS AGREEMENT" has the meaning set forth in Section 3.3.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
Section 2.1. PURCHASE AND SALE OF SHARES. Subject to and in reliance
upon the representations, warranties, terms and conditions of this Agreement,
Seller agrees to sell, transfer and assign to the Purchaser, and the Purchaser
agrees to purchase from Seller, the Shares at a price of eighteen dollars and
thirty-four cents ($18.34) per share of Common Stock and at a price equal to one
thousand dollars ($1,000) plus accrued and unpaid dividends through the date
hereof per share of Series C Preferred Stock and Series D Preferred Stock.
Section 2.2. THE CLOSING. The closing of the purchase and sale of the
Shares under this Agreement (the "Closing") will take place at the offices of
Ropes & Gray, One International Place, Boston, Massachusetts 02110 as promptly
as practicable following the satisfaction of the conditions set forth in
Articles V and VI. At the Closing, the parties will deliver to the Escrow Agent
the appropriate notice pursuant to Section 4(d) of the Escrow Agreement, and
each party will deliver to the other the executed Shareholders Agreement (the
"Shareholders Agreement") substantially in the form attached hereto as Exhibit B
and such other documents to be delivered pursuant to Articles V and VI hereof.
Section 2.3. ESCROW. As promptly as practicable following the
execution hereof, Seller shall deliver to the Escrow Agent certificates
evidencing the Shares accompanied by stock powers duly executed in blank, with
medallion signature guarantees, if required by the Company or its transfer
agent, and simultaneously therewith, the Purchaser shall deliver to the Escrow
Agent the
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Purchase Price, all to be held and disbursed by the Escrow Agent in accordance
with the Escrow Agreement.
Section 2.4. SUBSTITUTE ECONOMIC RIGHTS. If, prior to Closing, Seller
does not obtain consents from the parties to the Stockholders Agreement with
respect to the transfer to Purchaser of the Preferred Shares (unless WRV and
Capricorn determine not to require such consents), then the Shares will no
longer include the Preferred Shares and, in lieu of transferring to Purchaser
the Preferred Shares, (a) Seller shall assign to Purchaser its entire economic
interest in the Preferred Shares including, without limitation (i) Seller's
right to receive distributions (whether by dividend, distribution or redemption)
in respect of the Preferred Shares and (ii) Seller's right to receive all
proceeds of any sale or other disposition of all or any part of the Preferred
Shares, and (b) Seller will exercise all voting rights pertaining to the
Preferred Shares, whether provided by law or by the Certificate of Incorporation
of the Company, as instructed by Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
Section 3.1. INCORPORATION AND GOOD STANDING. Seller is a corporation,
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite corporate power and
authority to own, lease and operate its properties and to conduct its business
as presently conducted.
Section 3.2. AUTHORITY AND APPROVALS. Seller has the corporate power
and authority to enter into and perform this Agreement, the Escrow Agreement and
the Shareholders Agreement, and all corporate action necessary to authorize the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement and the consummation of the transactions contemplated
hereby and thereby has been duly and validly taken. Each of the Agreement and
the Escrow Agreement has been, and, upon its execution and delivery, the
Shareholders Agreement will have been, duly and validly executed and delivered
by Seller. Assuming each of this Agreement, the Escrow Agreement and, upon its
execution and delivery, the Shareholders Agreement constitutes a valid and
binding agreement of the Purchaser, each of this Agreement and the Escrow
Agreement constitutes, and, upon its execution and delivery, the Shareholders
Agreement will constitute, a valid and binding agreement of Seller, enforceable
against Seller in accordance with its respective terms.
Section 3.3. THE SHARES. Seller is the record and beneficial owner of
at least the number of shares of Common Stock, Series C Preferred Stock and
Series D Preferred Stock proposed to be sold by Seller under this Agreement.
Except for this Agreement and the Escrow Agreement, and except for the Amended
and Restated Stockholders Agreement (the "Stockholders Agreement") dated as of
June 30, 1998 among the Company, Seller and the other stockholders
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<PAGE>
of the Company named therein, Seller knows of no agreement, arrangement or
understanding with any other Person regarding the sale or transfer of any Shares
owned by Seller, and to Seller's knowledge, there exist no liens, claims,
options, proxies, voting arrangements, charges or encumbrances of any kind
affecting the Shares. Upon transfer of the Shares to the Purchaser at the
Closing against payment of the Purchase Price, to Seller's knowledge, Purchaser
will acquire ownership of the Shares, free and clear of all liens, claims,
options, proxies, voting agreements, charges or encumbrances of any kind
affecting the Shares, except as shall be set forth in the Shareholders Agreement
and the Stockholders Agreement.
Section 3.4. CONFLICTS. To the best of Seller's knowledge, the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement will not (x) violate, conflict with, or result in the
breach, acceleration, default or termination of, or otherwise give any other
contracting party the right to terminate, accelerate, modify or cancel any of
the terms, provisions, or conditions of the Certificate of Incorporation or
By-laws of Seller or any material agreements or instrument to which Seller is a
party or by which it or its assets may be bound other than the Stockholders
Agreement, or (y) constitute a violation of any material applicable law, rule or
regulation, or of any judgment, order, injunctive, award or decree of any court,
administrative agency or other governmental authority applicable to Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to Seller as follows:
Section 4.1. ORGANIZATION AND GOOD STANDING. The Purchaser is a
limited partnership duly organized, validly existing and in good standing under
the laws of Delaware, and has all requisite partnership power and authority to
own, lease and operate its properties and to conduct its business as presently
conducted.
Section 4.2. AUTHORIZATION OF AGREEMENT. The Purchaser has the
partnership power and authority to enter into and perform this Agreement, the
Escrow Agreement and the Shareholders Agreement, and all action necessary to
authorize the execution, delivery and performance of this Agreement, the Escrow
Agreement and the Shareholders Agreement and the consummation of the
transactions contemplated hereby and thereby has been duly and validly taken.
Each of this Agreement and the Escrow Agreement has been, and, upon its
execution and delivery, the Shareholders Agreement will have been, duly and
validly executed and delivered by Purchaser. Assuming each ofthis Agreement, the
Escrow Agreement and, upon its execution and delivery, the Shareholders
Agreement constitutes a valid and binding obligation of Seller, each of this
Agreement and the Escrow Agreement constitutes, and, upon its execution and
delivery, the Shareholders Agreement will constitute, a valid and binding
agreement of Purchaser, enforceable against the Purchaser in accordance with its
respective terms.
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Section 4.3. EXPERIENCE; PURCHASE FOR INVESTMENT; TRANSFERS. The
Purchaser has sufficient knowledge and experience in investing in companies
similar to the Company so as to be able to evaluate the risks and merits of its
investment in the Shares and is able financially to bear the risks thereof. The
Purchaser is acquiring the Shares for its own account, for investment only, and
not with a view to, or for sale in connection with, any distribution thereof,
nor with any present intention of distributing or selling such Shares, and the
Purchaser has no present or contemplated agreement, undertaking, arrangement
obligation, indebtedness, or commitment providing for the distribution or sale
thereof. The Purchaser acknowledges and agrees that the Shares have not been
registered under the Securities Act and may not be sold, pledged or otherwise
transferred by Purchaser without compliance with the registration provisions of
the Securities Act or an exemption therefrom. The Purchaser acknowledges that
the certificates representing the Shares acquired by the Purchaser pursuant to
this Agreement may bear a legend substantially as set forth in the Stockholders
Agreement, and that the certificates representing the Common Stock acquired by
the Purchaser pursuant to this Agreement will bear a legend substantially as set
forth in the Shareholders Agreement.
Section 4.4. CONFLICTS. To the best of Purchaser's knowledge, the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement will not (x) violate, conflict with, or result in the
breach, acceleration, default or termination of, or otherwise give any other
contracting party the right to terminate, accelerate, modify or cancel any of
the terms, provisions, or conditions of the Certificate or Agreement of Limited
Partnership of the Purchaser or any material agreements or instrument to which
Purchaser is a party or by which it or its assets may be bound, or (y)
constitute a violation of any material applicable law, rule or regulation, or of
any judgment, order, injunctive, award or decree of any court, administrative
agency or other governmental authority applicable to Purchaser.
ARTICLE V
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
The obligation of the Purchaser to purchase the Shares at the Closing
is subject to the fulfillment of each of the following conditions, any one or
more of which may be waived by the Purchaser (other than the condition set forth
in Section 5.1).
Section 5.1. CONSENTS. All waivers, consents, approvals and actions of
any governmental authority or regulatory body or other Person required to be
obtained by Seller in connection with this Agreement shall have been obtained.
Section 5.2. HART-SCOTT-RODINO ACT. The waiting period under the
Hart-Scott-Rodino Act applicable to consummation of the purchase of the Shares
pursuant to this Agreement shall have expired.
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Section 5.3. NO INJUNCTION. Neither Seller nor Purchaser shall be
subject to any order, decree or injunction of a court of competent jurisdiction
which (a) prevents or delays the consummation of the transaction contemplated by
this Agreement or (b) would impose any material limitation on the ability of the
Purchaser effectively to exercise full rights of ownership of the Shares.
Section 5.4. SHAREHOLDERS AGREEMENT. Seller shall have executed and
delivered to Purchaser the Shareholders Agreement.
ARTICLE VI
CONDITIONS TO THE OBLIGATIONS OF SELLER
The obligations of Seller under this Agreement are subject to the
fulfillment of each of the following conditions, any one or more of which may be
waived (other than the condition set forth in Section 6.1):
Section 6.1. CONSENTS. All waivers, consents, approvals and actions of
any governmental authority or regulatory body or other Person required to be
obtained in connection with the Agreement shall have been obtained.
Section 6.2. HART-SCOTT-RODINO ACT. The waiting period under the
Hart-Scott-Rodino Act applicable to purchase of the Shares pursuant to this
Agreement shall have expired.
Section 6.3. NO INJUNCTION. Neither Seller nor Purchaser shall be
subject to any order, decree or injunction of a court of competent jurisdiction
which prevents or delays the consummation of the transactions contemplated by
this Agreement.
Section 6.4. SHAREHOLDERS AGREEMENT. Purchaser shall have executed and
delivered to Seller the Shareholders Agreement.
Section 6.5. ACKNOWLEDGMENT OF STOCKHOLDER AGREEMENT. Purchaser shall
have executed and delivered to Seller an acknowledgment, substantially in the
form of Exhibit C hereto, acknowledging that the Shares are subject to the
Stockholders Agreement and the Purchaser is bound thereby.
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ARTICLE VII
MISCELLANEOUS
Section 7.1. BEST EFFORTS. Each party hereto shall use its best
efforts to satisfy the conditions precedent to the performance by such party of
its obligations under this Agreement, including but not limited to compliance
with the Hart-Scott-Rodino Act.
Section 7.2. BROKER'S OR FINDER'S FEES. Each party represents to the
other that no agent, broker, investment or commercial banker, person or firm
acting on behalf of or under the authority of such party is or will be entitled
to any broker's or finder's fee or any other commission or fee directly or
indirectly in connection with any of the transactions contemplated herein.
Section 7.3. EXPENSES. Each party hereto shall pay its own expenses
incurred in connection with this Agreement.
Section 7.4. SEVERABILITY. If any provision of this Agreement shall be
held invalid or unenforceable, each other provision hereof shall be given effect
to the extent possible without such invalid or unenforceable provision and to
that extent, the provisions of this Agreement shall be severable.
Section 7.5. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered personally,
mailed by certified or registered mail, postage prepaid, or sent by facsimile,
with confirmation of receipt, addressed as follows:
if to Purchaser:
Capricorn Investors, II L.P.
30 East Elm Street
Greenwich, Connecticut 06830
Telecopy: 203-861-6671
Attention: Herbert S. Winokur, Jr.
with a copy to:
Drake S. Tempest, Esq.
O'Melveny & Myers
Citicorp Center, 54th Floor
153 East 53rd Street
New York, New York 10022
Telecopy: 212-326-2061
if to the Seller:
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<PAGE>
White River Ventures, Inc.
c/o Charlesbank Capital Partners, LLC
600 Atlantic Avenue
Boston, Massachusetts 02210
Telecopy: 617-619-5402
Attention: Tammi E. Nason
with a copy to:
Larry Jordan Rowe, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Telecopy: 617-951-7050
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. All such notices, requests, demands and other
communications shall, when mailed (registered or certified mail, return receipt
requested, postage prepaid), or personally delivered, be effective four days
after deposit in the mails or when personally delivered, respectively, addressed
as aforesaid, unless otherwise provided herein and, when telecopied, shall be
effective upon actual receipt.
Section 7.6. NO ASSIGNMENT. This Agreement shall not be assignable by
either party hereto without the express written consent of the other party.
Section 7.7. MODIFICATIONS, CONSENTS AND WAIVERS. This Agreement may
not be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by each of the parties hereto. Except
as provided in Articles V and VI of this Agreement, any party hereto may waive
compliance, with respect to any obligations owed to such party, with any
provision of this Agreement. Any waiver hereunder shall be effective only if
made in a writing signed by the party to be charged therewith and only in the
specific instance and for the purpose for which given. No failure of delay on
the part of any party in exercising any right, power, or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any further
exercise thereof or the exercise of any other right, power or privilege.
Section 7.8. NOTICE OF BREACH. Each party shall immediately notify the
other party hereto upon such party's obtaining actual knowledge of the
occurrence of any event, or the failure of any event to occur, that results in a
breach of any representation or warranty by such party or a failure by such
party to comply with any covenant, condition, or agreement contained herein.
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<PAGE>
Section 7.9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts,
without giving effect to the principles of conflicts of laws thereof.
Section 7.10. TERMINATION. This Agreement may be terminated by either
party, in which case the obligations of the parties under this Agreement shall
cease, if for any reason the Closing has not occurred on or before September 30,
1998. Any such termination shall not release any party from liability for any
breach occurring prior to such termination.
Section 7.11. NO PUBLICITY. Neither party hereto shall make any public
announcement of the contents of this Agreement without the consent of the other
party, except to the extent that the contents of this Agreement are already
public, unless such announcement (including any filing required by the
Securities Exchange Act of 1934, as amended) is required by law or governmental
rule or regulation, or by subpoena or other legal process. The obligations
contained in this section shall survive the Closing.
Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed
by the parties individually or in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.
Section 7.13. HEADINGS. Article and section headings used in this
Agreement are for convenience only and shall not affect the interpretation or
construction of any provision of this Agreement.
Section 7.14. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto
contain the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter.
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Stock Purchase
Agreement to be executed as of the date first above written.
CAPRICORN INVESTORS, II L.P.
By: CAPRICORN HOLDINGS, LLC
Its General Partner
By:
------------------------------
Herbert S. Winokur, Jr.
Manager
WHITE RIVER VENTURES, INC.
By:
------------------------------
Title: Authorized Signatory
By:
------------------------------
Title: Authorized Signatory
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SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the "Agreement") is made and entered into
as of _______, 1998 between White River Ventures, Inc., a Delaware corporation
("WRV"), and Capricorn Investors, II L.P., a Delaware limited partnership
("Capricorn" and each of Capricorn and WRV is sometimes referred to herein as a
"Shareholder" and together as the "Shareholders").
R E C I T A L S
WRV owns 7,247,564 shares of Common Stock of the Company.
Capricorn purchased 1,337,000 shares of Common Stock of the Company
from WRV pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement")
dated as of July 21, 1998.
It was a condition to the closing of the sale of shares of Common Stock
to Capricorn pursuant to the Stock Purchase Agreement that the parties enter
into this Agreement.
The Shareholders wish to specify certain restrictions on the transfer
and voting of Common Shares.
In consideration of the foregoing and of the mutual agreements
contained herein, the parties hereto agree as follows:
1. DEFINITIONS.
"Affiliate" shall have the meaning ascribed to such term in Section
2(g) hereof.
"Capricorn" shall mean Capricorn Investors, II L.P. and its Affiliates,
if any, who have agreed to be bound by the provisions hereof pursuant to Section
2(g) hereof.
"Common Shares" shall mean shares of the Common Stock of the Company,
par value $0.10 per share.
"Company" shall mean CCC Information Services Group Inc., a Delaware
corporation.
"Excluded Sale" shall mean any Sale after February __, 2001 which is
any of (i) a Public Sale, (ii) a Sale pursuant to Rule 144 under the Securities
Act or (iii) a distribution by Capricorn of Common Shares to its investors.
"Person" shall mean and include natural persons, corporations,
partnerships, limited partnerships, limited liability companies, joint stock
companies, joint ventures, associations,
<PAGE>
companies, trusts, banks and other organizations, whether or not legal entities,
and governments and agencies and political subdivisions thereof.
"Public Sale" shall mean a Sale of Common Shares pursuant to an
effective registration statement under the Securities Act.
"Sale" shall mean any offer, offer to sell, offer for sale, sale,
assignment, contract of sale, disposition of an interest in or transfer, grant
of a participation in, pledge or other disposal of any Common Shares (or any
solicitation of any offers to buy or otherwise acquire, or take a pledge of, any
Common Shares), other than (i) any pledge of Common Shares in connection with
the extension of credit by a bank, broker-dealer or other financial institution
or (ii) any Excluded Sale.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Shareholder" shall mean any of Capricorn and WRV and their respective
Affiliates, if any, who have agreed to be bound by the provisions hereof
pursuant to Section 2(g) hereof.
"WRV" shall mean WRV and its Affiliates, if any, who have agreed to be
bound by the provisions hereof pursuant to Section 2(g) hereof.
2. RESTRICTIONS ON TRANSFER.
(a) GENERAL RESTRICTIONS. Except as otherwise provided in Section
2(g) hereof, each Shareholder agrees that it will not effect any Sale
other than a sale to the other Shareholder, unless the Shareholder
shall have complied with all applicable provisions of this Agreement.
(b) RIGHT OF FIRST OFFER. Except as set forth in Section 2(g)
hereof, neither Shareholder shall effect a Sale unless, at least 30
days prior to the date of such Sale:
i. The Shareholder wishing to effect a sale (the "Offeror")
shall have given to the other Shareholder (the "Offeree")
a notice of the Offeror's intention to effect such Sale
(a "Sale Notice"). The Sale Notice shall include (x) the
number of Common Shares that the Offeror desires to
include in the Sale and (y) an invitation (the
"Invitation") to the Offeree to make an offer to purchase
such Common Shares. Alternatively, if the proposed
transferee and material terms of such proposed Sale are
then known by the Offeror, the Sale Notice shall include
(1) the identity of such transferee, (2) such material
terms and such other information with respect to the Sale
that the Offeree may reasonably request and (3) an Offer
to sell to the Offeree, on terms and conditions
substantially identical to those contained in the Sale
Notice, the number of shares specified in the Sale
Notice.
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<PAGE>
ii. If, within 20 days of receipt of the Sale Notice which
includes an Invitation, the Offeree makes an offer to
purchase such Common Shares for cash, the Offeror shall,
by written notice to Offeree, accept or reject such
offer. If the Offeror rejects such offer, for a period of
120 days following such rejection, the Offeror may only
sell such Common Shares to any third party at a price per
share at least five percent (5%) greater than the price
per share offered by the Offeree. If the Offeror accepts
the offer, the Offeree shall purchase the Common Shares
that are the subject of the offer within 30 days of
Offeror's acceptance (which 30-day period shall be
extended to the extent necessary to permit the
preparation and filing of any application for
Hart-Scott-Rodino clearance and any other required
regulatory clearance). If the Offeree shall fail to
purchase such Common Shares (other than because of the
Offeror's failure to perform) within such 30-day period
(as the same may be extended for required regulatory
clearances), such Common Shares shall cease to be subject
to this Agreement. If, within 20 days of receipt of the
Sale Notice which includes an Offer, the Offeree does not
notify the Offeror of Offeree's acceptance of the Offer
included in the Sale Notice, the Offeror shall be free,
for a period of 120 days, to consummate such Sale to the
Person(s) identified in the Sale Notice, at a price no
less than the price set forth in the Sale Notice and on
terms otherwise no more favorable to the purchaser(s)
than as set forth therein.
(c) PARALLEL EXIT. Subject to Section 2(g), no Shareholder will
effect a Sale, other than (i) a Sale by WRV to a Purchaser (as later
defined herein) where WRV has elected to exercise its drag-along rights
specified in Section 2(d) and has provided a Drag-Along Notice (as
later defined herein) to Capricorn, (ii) a Public Sale or (iii) a Sale
in "brokers' transactions" (as defined in Rule 144 under the Securities
Act) pursuant to Rule 144 under the Securities Act, unless, prior to
such Sale:
i. At least 30 days prior to the date of the proposed Sale,
the Shareholder wishing to effect a Sale (the "Offeror")
shall have given to the other Shareholder (the "Offeree")
notice (the "Tag-Along Notice") of the Offeror's
intention to effect the Sale. The Tag-Along Notice shall
set forth (x) the amount of Common Shares that the
Offeror desires to include in the Sale, (y) the principal
terms of the Sale, including the name of the proposed
transferee(s) (if known), the price at which such Common
Shares are intended to be sold and such other information
with respect to such Sale as the Offeree shall reasonably
request, and (z) an offer (the "Tag-Along Offer") from
the Offeror to the Offeree to cause to be included in the
Sale, on terms and conditions substantially identical to
those on which the Offeror shall effect the Sale of its
Common Shares and not materially less favorable to such
Offeree than the terms and conditions set forth in the
Tag-
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<PAGE>
Along Notice, an amount of Common Shares determined in
accordance with Section 2(c)(iii) hereof.
ii. An Offeree, who shall not have accepted the Tag-Along
Offer by notice in writing delivered to the Offeror
within a period of 20 days from the date of delivery of
the Tag-Along Notice, shall be deemed to have waived all
of its rights under this Section 2(c) with respect to the
Sale of Common Shares described in such Tag-Along Notice;
and the Offeror shall thereafter be free, for a period of
120 days, to effect the Sale to the Person(s) named in
the Tag-Along Notice, at a price no greater than the
price set forth in the Tag-Along Notice and on terms not
materially more favorable to them than those set forth
therein, without any further obligation to such Offeree
under this Section 2(c).
iii. An Offeree who shall have accepted the Tag-Along Offer by
notice in writing delivered to the Offeror within a
period of 20 days from the date of delivery of the
Tag-Along Notice (a "Participating Offeree") shall be
entitled to include in the Sale described in the
Tag-Along Notice, on the same terms and conditions as the
Offeror shall include Common Shares, up to an amount of
Common Shares equal to the product of (x) the number of
Common Shares then held by the Participating Offeree
multiplied by (y) a fraction, the numerator of which is
the aggregate number of Common Shares to be included in
the Sale by the Shareholders and the denominator of which
is the number of Common Shares held by the Offeror plus
the number of Common Shares held by the Participating
Offeree.
(d) RIGHT TO COMPEL SALE; DRAG-ALONG RIGHTS. Subject to Section
2(g) hereof, if WRV proposes to effect a Sale to a third party (the
"Purchaser"), for cash, cash equivalents or readily marketable
securities, of all Common Shares held by WRV (the "Purchase Offer"),
WRV may, at its option, require Capricorn to sell all Common Shares
held by Capricorn to the Purchaser for the same consideration per share
and otherwise on substantially the same terms and conditions upon which
WRV sells its Common Shares.
WRV may exercise the rights described in this Section 2(d) by
providing a written notice (the "Drag-Along Notice") of the Purchase
Offer to Capricorn no later than 30 days prior to the date set for the
Sale in the Purchase Offer. The Drag-Along Notice shall contain written
notice of the exercise of WRV's rights pursuant to this Section 2(d) to
require the Sale of all of the Common Shares held by Capricorn, setting
forth the consideration per share to be paid by the Purchaser and the
other material terms and conditions of the Purchase Offer. No later
than five (5) business days before the date set for the Sale in the
Purchase Offer, Capricorn shall deliver to a representative of WRV
designated in the Drag-Along Notice, or any subsequent notice,
certificates representing all Common Shares held by Capricorn, duly
endorsed in blank for transfer, with signatures
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<PAGE>
guaranteed, together with all other documents required to be executed
in connection with such Purchase Offer or, if such delivery is not
permitted by applicable law, an unconditional agreement to deliver such
Common Shares pursuant to this Section 2(d) on the date set for Sale
pursuant to the Purchase Offer against delivery to Capricorn of the
consideration therefor.
(e) CERTAIN OBLIGATIONS IN SALE.
i. A Shareholder electing pursuant to Section 2(c) hereof,
or required by Section 2(d) hereof, to include Common
Shares held by such Shareholder in any Sale hereunder (a
"Participating Shareholder") shall take such actions and
execute such documents and instruments as shall be
necessary or desirable in order to consummate the Sale
expeditiously.
ii. If, for any reason the Shareholder proposing the Sale
(the "Selling Shareholder") determines it cannot complete
the Sale, the Selling Shareholder shall return to the
Participating Shareholder all certificates representing
Common Shares that the Participating Shareholder
delivered for Sale pursuant hereto together with all
other documents delivered pursuant hereto by the
Participating Shareholder, and all the restrictions on
Sale or other disposition contained in this Agreement
with respect to Common Shares shall again be in effect.
iii. At the closing of a Sale of Common Shares pursuant to
Section 2(c) or Section 2(d), the consideration with
respect to the Common Shares of a Participating
Shareholder sold pursuant thereto shall be paid directly
to the Participating Shareholder. The Selling Shareholder
shall furnish such other evidence of the completion and
time of completion of such Sale or other disposition and
the terms thereof as may be reasonably requested by the
Participating Shareholder.
iv. Notwithstanding anything to the contrary herein, there
shall be no liability on the part of the Selling
Shareholder in the event that a Sale of Common Shares
pursuant to Section 2(c) or Section 2(d) is not
consummated for whatever reason. Whether to effect a Sale
of Common Shares pursuant to Section 2(c) or Section 2(d)
shall be in the sole and absolute discretion of the
Selling Shareholder.
v. All costs and expenses incurred by the Selling
Shareholder effecting a Sale pursuant to Section 2(c) or
Section 2(d), including without limitation all attorneys'
fees, costs and disbursements and any finders fees or
brokerage commissions, shall be allocated PRO RATA
between the Selling Shareholder and the Participating
Shareholder, with each bearing the portion of such
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costs and expenses equal to a fraction, the numerator of
which shall be the amount of the gross proceeds received
by such Shareholder from such Sale, and the denominator
of which shall be the total amount of the gross proceeds
received by the Selling Shareholder and the Participating
Shareholder from such Sale.
(f) COMPLIANCE WITH PARTS 2(A), 2(B), 2(C) AND 2(D). A Shareholder
desiring to effect a Sale of Common Shares shall be bound by any and
all of the provisions of Sections 2(a), 2(b), 2(c) and 2(d) applicable
by their terms to such Shareholder and such Sale, and any Sale by such
Shareholder must comply with the terms of each such applicable
provision. Without limiting the generality of the foregoing, a
Shareholder must deliver to the other Shareholder at the appropriate
times both a Tag-Along Notice and a Sale Notice, must permit the
Shareholder accepting the offer made in the Tag-Along Notice to include
its Common Shares in the Sale pursuant to Section 2(c) and must comply
with any limitations applied as a result of Section 2(b).
(g) EXCLUDED TRANSACTIONS. Anything herein to the contrary
notwithstanding, the provisions of Sections 2(a), 2(b) and 2(c) shall
not apply to a Sale by any Shareholder to any Affiliate (as hereinafter
defined) of such Shareholder, if such Affiliate agrees in writing in
connection with such Sale to be bound by all of the provisions of this
Agreement applicable to such Shareholder and such Common Shares.
Furthermore, the rights of WRV set forth in Section 2(d) shall not
apply to a Sale by WRV to any Affiliate of WRV. As used herein, the
term "Affiliate" with respect to any Shareholder shall have the same
meaning as defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended.
3. BOARD OF DIRECTORS.
(a) VOTING. Each Shareholder agrees to vote all Common Shares and
other securities of the Company entitled to vote in the election of the
Company's Board of Directors (the "Board") now owned or hereafter
acquired by such Shareholder (collectively, the "Voting Shares"), and
agrees to take all reasonable action as shareholders to cause, the
election to the Board of one individual designated from time to time by
Capricorn and any individuals designated from time to time by WRV (any
such designee of Capricorn or WRV is referred to herein as a
"Nominee").
(b) SUBSTITUTION. If any Nominee shall be unable or unwilling to
serve prior to his or her election to the Board, the Shareholder
designating such Nominee shall be entitled to designate a replacement
who shall then be a Nominee for the purposes of this Agreement. If,
following election to the Board, any Nominee shall resign or be removed
or be unable to serve by reason of death or disability, the Shareholder
designating such Nominee shall, within 30 days of such event, notify
the other Shareholder in writing of a replacement, and
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the Shareholders shall take all reasonable steps as may be necessary to
elect, or cause the appointment of, such replacement to the Board to
fill the unexpired term of the Nominee.
(c) REMOVAL. If, following the election of a Nominee to the Board,
the Shareholder designating such Nominee desires the removal of such
Nominee, each Shareholder agrees to vote all Voting Shares now owned or
hereafter acquired by such Shareholder at any regular or special
meeting of the shareholders of the Company called for the purpose, for,
or otherwise consent to, the removal of such Nominee from the Board.
Except as set forth in this Section 3(c), no Shareholder shall vote any
Voting Shares in favor of, or consent to, the removal of any Nominee
designated by another Shareholder.
(d) The rights set forth in this Section 3 may be exercised by
Capricorn only so long as Capricorn owns at least 80% of the Common
Shares acquired by Capricorn pursuant to the Stock Purchase Agreement
and may not be assigned by either Shareholder except to an Affiliate of
such Shareholder in connection with a sale of Common Shares pursuant to
Section 2(g) hereof.
4. LEGENDS.
The Shareholders shall use reasonable efforts to cause each certificate
evidencing outstanding Common Shares issued to any Shareholder to bear a legend
substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS
AGREEMENT, DATED ______, 1998, AS THE SAME MAY
BE AMENDED, AND MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS SUCH
TRANSFER, SALE OR HYPOTHECATION COMPLIES WITH
THE TERMS OF SUCH AGREEMENT.
5. SPECIFIC PERFORMANCE.
The parties hereto each acknowledge and agree that, in the event of any
breach of this Agreement, the non-breaching party would be irreparably harmed
and could not be made whole by monetary damages. It is accordingly agreed that
such parties, in addition to any other remedy to which they may be entitled at
law or in equity, shall be entitled to compel specific performance of this
Agreement in any action instituted in the United States District Court for the
District of Delaware, or, in the event such court would not have jurisdiction
for such action, in any court of the United States or any state having subject
matter jurisdiction. The parties hereto each consent to personal jurisdiction in
any such action brought in the United States District Court for the District of
Delaware.
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6. ENTIRE AGREEMENT; AMENDMENTS.
This Agreement contains the entire understanding of the parties with
respect to the subject matter of this Agreement. There are no restrictions,
agreements, promises, warranties, covenants or undertakings other than those
expressly set forth herein. This Agreement supersedes all prior agreements and
understandings among the parties with respect to its subject matter. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto. Any agreement on the part of a party hereto to
any extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party.
7. INTERPRETATION.
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. If in the future other holders of Common
Shares become parties to this Agreement (either pursuant to a transfer of Common
Shares from a Shareholder or otherwise), references herein to Shareholder shall
include each such additional party, as appropriate.
8. NOTICES.
All notices hereunder shall be in writing and shall be deemed to have
been given or made when given or made in the manner and at the address set forth
in the Stock Purchase Agreement or such other address as any party hereto may
have furnished to the others in writing in accordance therewith, except that
notices of change of address shall be effective only upon receipt.
9. TERMINATION.
This Agreement shall terminate in its entirety on the earlier to occur
of (i) the agreement to terminate by Capricorn and WRV, (ii) the liquidation of
Capricorn and (iii) the distribution by Capricorn of all of the Common Shares
held by it to its investors (which distribution shall not be deemed a Sale as
defined herein).
10. GOVERNING LAW.
This Agreement shall be governed by and construed in all respects in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws thereof which might refer such interpretation to
the laws of a different state or jurisdiction.
11. COUNTERPARTS.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed to be an original; but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Shareholders Agreement has been duly executed
and delivered as of the date first above written.
CAPRICORN INVESTORS, II L.P.
By: CAPRICORN HOLDINGS, LLC
Its General Partner
By:
-----------------------------
Herbert S. Winokur, Jr.
Manager
WHITE RIVER VENTURES, INC.
By:
---------------------------------
Authorizing Signatory
By:
---------------------------------
Authorizing Signatory
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ACKNOWLEDGMENT
Reference is hereby made to the Amended and Restated Stockholders
Agreement (the "Agreement") by and among CCC Information Services Group Inc.
(the "Company"), White River Ventures, Inc. ("WRV") and the other stockholders
identified on Exhibit A thereto dated as of June 30, 1998.
Capricorn Investors, II L.P. (the "Buyer") is acquiring 1,337,000
shares of Common Stock (as defined in the Agreement) from WRV. The Buyer hereby
acknowledges that such shares to be received by Buyer are subject to the
Agreement and the Buyer and its successors in interest are bound thereby.
CAPRICORN INVESTORS, II L.P.
By: CAPRICORN HOLDINGS
Its General Partner
By:
-----------------------
Herbert S. Winkour, Jr.
Manager
