SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No._____)
CCC Information Services Group Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12487Q109
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(CUSIP Number)
Tami E. Nason, Esq. COPY TO: Christopher A. Klem, Esq.
Charlesbank Capital Partners, LLC Ropes & Gray
600 Atlantic Avenue One International Place
Boston, MA 02210 Boston, MA 02110
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1998
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(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Page 1 of 8 Pages
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SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP Nos. 12487Q109 | | Page 2 of 8 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Charlesbank Capital Partners, LLC |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | OO |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Massachusetts |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 8,584,564 shares |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | ---- |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 8,584,564 shares |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | ---- |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 8,584,564 shares |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 34.7% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | OO |
|----------------------------------------------------------------------------|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CCC Information Services Group Inc.
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Item 1. Security and Issuer.
--------------------
This statement relates to the shares of common stock, $.10 par value
(the "Common Stock"), of CCC Information Services Group Inc., a Delaware
corporation (the "Issuer"), which has its principal executive offices at World
Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654.
Item 2. Identity and Background.
------------------------
This statement is filed by Charlesbank Capital Partners, LLC
("Charlesbank"), a Massachusetts limited liability company organized primarily
for the purpose of acting as an investment manager to President and Fellows of
Harvard College ("Harvard") and certain other entities. The principal executive
offices of Charlesbank are located at 600 Atlantic Avenue, 26th Floor, Boston,
Massachusetts 02210.
Charlesbank's activities are carried on from its offices located at 600
Atlantic Avenue, 26th Floor, Boston, Massachusetts.
Information relating to the managing members of Charlesbank is contained
in Exhibit A attached hereto and incorporated herein by reference. All of the
managing members of Charlesbank are citizens of the United States of America.
None of Charlesbank or, to the best of Charlesbank's knowledge or
belief, any of the persons listed in Exhibit A has, during the past five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). Neither Charlesbank nor, to the best of Charlesbank's
knowledge and belief, any of the persons listed in Exhibit A has, during the
past five years, 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Beneficial ownership of the securities was acquired by Charlesbank
pursuant to the Existing Assets Management Agreement, dated as of July 1, 1998,
between Charlesbank, Harvard and certain individuals. Pursuant to the Existing
Assets Management Agreement, Charlesbank will act as an investment manager on
behalf of Harvard and its affiliates in connection with certain existing
investments of Harvard and its affiliates, including the investment in the
Issuer disclosed herein.
Item 4. Purpose of Transaction.
-----------------------
Except as required pursuant to the Amended and Restated Stockholders
Agreement described more fully in Item 6, Charlesbank does not have any plans or
proposals which relate to or would result in any of the actions set forth in
parts (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Charlesbank is the beneficial owner of 8,584,564 shares of Common
Stock (approximately 34.7% of the shares of Common Stock based upon the most
recent filing of the Issuer with the Securities and Exchange Commission).
Charlesbank also beneficially owns or
Page 3 of 8 Pages
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controls 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"). The Series E
Preferred Stock carries certain voting rights according to a formula, the effect
of which is to cause Harvard 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 Harvard
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 Harvard's and its affiliates' shares of Common
Stock, will provide Harvard and its affiliates with a maximum of 51% of the
votes.
(b) Charlesbank has 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 6.
(c) Not applicable.
(d) Harvard has full discretion to direct the receipt of dividends, if
any, received from the shares of Common Stock of the Issuer beneficially owned
by Charlesbank.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to the Securities of the Issuer.
--------------------------------
(i) Existing Assets Management Agreement. Pursuant to the Existing
Assets Management Agreement, Charlesbank will act as an investment manager on
behalf of Harvard and its affiliates in connection with certain existing
investments of Harvard and its affiliates, including the investment in the
Issuer disclosed herein. In such capacity, Charlesbank will furnish advice to
Harvard regarding such investments; monitor such investments; furnish nominees
for the boards of directors in connection with such investments; dispose of such
investments; perform day-to-day investment and administrative operations,
including management of such investments and distributions; and maintain the
principal records with respect to such investments. In addition, Charlesbank
will secure information regarding prospective investment opportunities for
Harvard; recommend the purchase of certain securities and real property; and
structure and negotiate investments on behalf of Harvard.
As the investment manager, Charlesbank will be entitled investment in
the to an incentive fee based on the cash receipts generated by the pool of
investments of which the investment in the Issuer is a part.
Harvard may terminate the Existing Assets Management Agreement at any
time and for any reason upon thirty days' prior written notice to Charlesbank.
(ii) Amended and Restated Stockholders Agreement. David M. Phillips,
Loeb Investors Co. XV, Loeb Investors Co. XIII and Loeb Investors Co. 108
(collectively, the "Inside Stockholders"), White River Ventures, Inc. ("White
River Ventures") (together with the Inside Stockholders, the "Stockholders") and
the Issuer 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
Issuer, 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 Issuer,
(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:
Page 4 of 8 Pages
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The Stockholders agree to vote in favor of any proposed amendment to the
Issuer'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 Issuer. Until such an
amendment is approved, the Stockholders and the Issuer 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 Issuer's Certificate of Incorporation
is approved, the Stockholders and the Issuer 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 Issuer.
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 Issuer shall not consummate any such offering (i) unless the Issuer can
demonstrate to the reasonable satisfaction of White River Ventures that after
giving effect to such subsequent offering the Issuer would have funds legally
available to redeem shares of the Redeemable Preferred Stock in accordance with
its terms and (ii) without the 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.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A -- Information concerning Reporting Person's managing members.
Page 5 of 8 Pages
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Signature
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After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 10, 1998
CHARLESBANK CAPITAL PARTNERS, LLC
By: /s/ Tami E. Nason
------------------------------
Name: Tami E. Nason
Title: Vice President, Legal
Page 6 of 8 Pages
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EXHIBIT INDEX
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Page Number In
Exhibit Sequentially
Number Description Numbered Copy
- ------- ----------- --------------
A Information Concerning Reporting 7
Person's Managing Members
Page 7 of 8 Pages
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EXHIBIT A
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Managing Members
----------------
The names of the managing members and their business addresses and
present principal occupation or employment are set forth below. If no business
address is given, the managing member's business address is c/o Charlesbank
Capital Partners, LLC, 600 Atlantic Avenue, 26th Floor, Boston, Massachusetts
02210.
Managing Members of Charlesbank Capital Partners, LLC
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Present Principal
Name Occupation
- ----------- -----------------
Michael R. Eisenson President and Chief Executive Officer
Kim G. Davis Managing Director
William P. Douglas Managing Director
Tim R. Palmer Managing Director
Mark A. Rosen Managing Director
Michael Thonis Chief Financial Officer
Charles F. Wu Managing Director
Page 8 of 8 Pages
