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CCC INFORMATION SERVICES GROUP INC.
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
CONSENT SOLICITATION
OCTOBER 5, 1998
To the Holders of Common Stock and Series E Preferred Stock of CCC
Information Services Group Inc.:
The Board of Directors of CCC Information Services Group Inc., a Delaware
corporation (the "Company"), is soliciting your consent to amend the Company's
Amended and Restated Certificate of Incorporation to increase the maximum number
of authorized directors of the Company from seven (7) to nine (9).
Before the amendment can be effective, the holders of a majority of the
Company's issued and outstanding voting stock must give their written consent.
If your shares are held in street name, your broker may consent on your behalf
if you do not direct your broker to refuse to consent. We ask that you return
your written consent by November 2, 1998. You may revoke your consent at any
time before November 2, 1998 by sending a written revocation to the Company's
transfer agent, Harris Trust and Savings Bank, 111 W. Monroe Street, Chicago,
Illinois, 60601.
We will file an amendment to the Company's Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware when we
receive consents from the holders of a majority of the Company's issued and
outstanding voting stock. We expect to make this filing on or about November 2,
1998. A copy of the proposed amendment to the Amended and Restated Certificate
of Incorporation is attached to this Information Statement.
Only stockholders of record at the close of business on September 23, 1998
(the "Record Date") are entitled to consent to the amendment. On that day, there
were 25,058,449 shares of the Company's common stock and 500 shares of Series E
Preferred Stock issued and outstanding. A total of 36,348,745 votes may be cast
by such holders of common stock and Series E Preferred Stock considered
together. White River Ventures may cast 7,247,564 votes with respect to its
common stock and 11,290,296 votes with respect to its shares of Series E
Preferred Stock, for a total of 18,537,860 or approximately 51% of the total
votes eligible to be cast in connection with the written consent.
The Board of Directors asks you to consent to the amendment. This
Information Statement provides you with detailed information about the proposed
amendment. In addition, you may obtain information about the Company from
documents that we have filed with the Securities and Exchange Commission. We
encourage you to read this Information Statement carefully.
As of the Record Date, David M. Phillips, White River Ventures, Inc., Loeb
Investors Co. XV, Loeb Investors Co. XIII and Loeb Investors Co. 108
(collectively, the "Majority Stockholders") owned common stock and Series E
Preferred Stock representing in excess of 51% of the number of votes eligible to
be cast in connection with the written consent. The Majority Stockholders have
indicated their intention to consent to the amendment. AS A RESULT, ASSUMING THE
MAJORITY STOCKHOLDERS CONSENT TO THE AMENDMENT, NO CONSENT ON THE PART OF ANY
OTHER STOCKHOLDER WILL BE NECESSARY TO EFFECT THE AMENDMENT.
By the Order of the Board of
Directors,
Gerald P. Kenney
Vice President, Secretary and General
Counsel
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CCC INFORMATION SERVICES GROUP INC.
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
INFORMATION STATEMENT DATED OCTOBER 5, 1998
VOTING RIGHTS; PROPOSED AMENDMENT
On September 23, 1998, the Company's Board of Directors unanimously adopted
a resolution approving an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the maximum number of authorized
directors of the Company from seven (7) to nine (9). This change requires the
consent of the Company's stockholders holding a majority of its issued and
outstanding voting stock. Each share of common stock outstanding on the Record
Date is entitled to one vote. In addition, there were 500 shares of Series E
Preferred Stock outstanding on the Record Date, which are beneficially owned by
White River Ventures, Inc. Pursuant to the provisions of the Company's Amended
and Restated Certificate of Incorporation, White River Ventures, Inc. is
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 is determined according to a formula, the
effect of which will be to cause White River Ventures, Inc. to cast in excess of
51% of the votes entitled to be cast by the outstanding shares of common stock
and Series E Preferred stock considered together.
THE CONSENT TO BE COMPLETED IS NOT A PROXY. WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The first mailing of this
Information Statement to the holders of the Company's voting stock will be made
on or near October 5, 1998. Subject to stockholder consent to the increase in
the maximum number of authorized directors, the Company anticipates filing an
amendment to its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware on or about November 2, 1998. The
proposed change to the Amended and Restated Certificate of Incorporation is
indicated on the attached copy.
The Majority Stockholders and the Company have entered into a Stockholders
Agreement dated June 16, 1994 (as amended, restated, supplemented or otherwise
modified from time to time, the "Stockholders Agreement") pursuant to which the
parties thereto have agreed to certain terms relating to the corporate
governance of the Company including the election of directors. Pursuant to the
terms of the Stockholders Agreement, the parties thereto are obligated to take
all actions necessary to cause the nomination, election or appointment to the
Board of Directors of (i) five (5) individuals designated by White River
Ventures, Inc. and (ii) four (4) individuals designated by a majority of the
Majority Stockholders. As a result, it is necessary for the Company to amend its
Amended and Restated Certificate of Incorporation to provide for such
designations. Upon creation of the two additional directorships, the Board of
Directors will appoint the following individuals to fill such directorships:
MORGAN W. DAVIS, AGE 47, PRESIDENT AND CHIEF EXECUTIVE OFFICER, WHITE
MOUNTAIN INSURANCE CO. Mr. Davis served as a Director of the Company from
1995 until August 1998. 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
Committee.
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, Inc.
customers included a long list of Fortune 100 clients in the United States
and Europe before it was acquired by Dun & Bradstreet in 1989.
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STOCK OWNERSHIP
The following tables give information about the ownership of the Company's
voting securities as of July 31, 1998 by the holders known to the Company to own
beneficially five percent or more of any class of the Company's voting
securities (based on information filed with the SEC) and the directors, the
chief executive officer, the executive officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
TITLE AND CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------------------------------- -------------------------------------------- ----------- -----------
<S> <C> <C> <C>
Common Stock................................ Loeb Entities (2) 3,457,315 13.8
Common Stock................................ White River Ventures, Inc. (3)(4) 7,247,564 28.9
Preferred Stock-Series E.................... White River Ventures, Inc. (3)(4) 500 100.0
</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, Inc. is c/o Charlesbank Capital
Partners, LLC, 600 Atlantic Avenue, 26th Floor, Boston, Massachusetts 02210.
(4) The Company has been informed that on June 30, 1998, White River
Corporation, the sole shareholder of White River Ventures, Inc., 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, Inc. in the Company.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND BENEFICIAL OF
TITLE AND CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------------------------------- -------------------------------------------- ------------ -----------
<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 (11)(13) 1,337,000 5.3
Common Stock................................ Thomas L. Kempner (7) 3,724,674 14.9
Common Stock................................ Michael R. Eisenson (8)(10) 7,247,564 28.9
Common Stock................................ Mark A. Rosen (9)(10) 7,247,564 28.9
Common Stock................................ Michael R. Stanfield -- --
Common Stock................................ Herbert S. Winokur, Jr. (12)(13) 1,337,000 5.3
Common Stock................................ All directors and executive offers as a
group (13 persons) 13,929,953 55.6
</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.
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(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 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 7,247,564 shares of Common Stock held by White River Ventures, Inc.
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 Ventures, Inc., except to the
extent of his pecuniary interests therein.
(9) Includes 7,247,564 shares of Common Stock held by White River Ventures, Inc.
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 Ventures, Inc., except to the extent of his pecuniary
interests therein.
(10) White River Ventures, Inc. also owns 558 shares of Series C Preferred
Stock, which is 87% of the outstanding shares of such class, 3,194 shares of
Series D Preferred Stock, which is 84% 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, Inc. except
to the extent of their pecuniary interests therein.
(11) Includes 1,337,000 shares of Common Stock held by Capricorn Investors II,
L.P. Mr. Mecum is a partner in Capricorn Investors II, L.P. and disclaims
beneficial interest of the shares held by Capricorn Investors II, L.P.
except to the extent of his pecuniary interests therein.
(12) Includes 1,337,000 shares of Common Stock held by Capricorn Investors II,
L.P. Mr. Winokur is a partner in Capricorn Investors II, L.P. and disclaims
beneficial interest of the shares held by Capricorn Investors II, L.P.
except to the extent of his pecuniary interests therein.
(13) Capricorn Investors II, L.P. also owns 72 shares of Series C Preferred
Stock, which is 13% of the outstanding shares of such class and 407 shares
of Series D Preferred Stock which is 11% of the outstanding shares of such
class. Mr. Mecum and Mr. Winokur disclaim beneficial ownership of the shares
held by Capricorn Investors II L.P. except to the extent of their pecuniary
interests therein.
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GENERAL INFORMATION
The expense of preparing, printing, and mailing this Information Statement
will be paid by the Company. In addition to the use of the mail, consents may be
solicited personally or by telephone by employees of the Company. The Company
will reimburse banks, brokers, and other custodians, nominees, and fiduciaries
for their reasonable costs in sending the consent material to the beneficial
owners of the Company's voting stock.
The Company files annual, quarterly, and special reports, proxy statements,
and other information with the SEC. You may read and copy any reports,
statements, or other information filed by the Company at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The Company's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov.
You may also request a copy of the Company's financial reports filed with
the SEC by contacting the Company at 444 Merchandise Mart, Chicago, Illinois
60654, telephone number 312-222-4636.
PLEASE COMPLETE, SIGN AND RETURN THE ACCOMPANYING
CONSENT CARD BY NOVEMBER 2, 1998
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
CONSENT TO THE PROPOSED AMENDMENT TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
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PROPOSED AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ARTICLE 5
* * * * *
(b) The number of directors of the Corporation shall be not less than three
(3) nor more than nine (9) and shall be fixed in accordance with the By-laws of
the Corporation. Election of directors need not be by written ballot unless the
By-laws so provide.
* * * * *
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This consent card must be received no later than November 2, 1998.
CCC INFORMATION SERVICES GROUP INC.
Consent Card
Solicited on Behalf of the Board of Directors
The undersigned hereby takes the following action with respect to all the shares
of voting stock of CCC Information Services Group Inc., which the undersigned is
entitled to vote:
Consent Does Not Consent To amendment to the Amended and Restated
Certificate of Incorporation of CCC Information
Services Group Inc. to increase the maximum
authorized number of directors to nine (9)
The Board of Directors recommends giving consent to the amendment. Once a
majority has consented to the amendment, the majority vote shall become
irrevocable and the amendment shall be approved.
If you do not approve the amendment, you do not need to take any action.
Because the approval of a majority of the outstanding shares is required, not
returning this card has the same impact as not consenting to the amendment.
Marking the box "CONSENT" constitutes your written consent to the amendment.
However, if no box is marked, your signature below will evidence your written
consent to the amendment as recommended by the Board of Directors.
Sign, Date and Return the Consent Card Promptly Using the Enclosed Envelope.
Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature:__________________ Date:_______ Signature:_________________
Date:__________
10
