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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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)
The information required in 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).
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CUSIP No. 12487Q109
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of above persons
David M. Phillips ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares (5) Sole Voting Power
Beneficially 488,130
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: 0
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(7) Sole Dispositive Power
488,130
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(8) Shared Dispositive Power
0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
488,130
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions). /X/
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(11) Percent of Class Represented by Amount in Row (9)
3.5%
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(12) Type of Reporting Person (See Instructions)
IN
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ITEM 1.
(a) CCC Information Services Group Inc.
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(Name of Issuer)
(b) 444 Merchandise Mart, Chicago, Illinois 60654
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(Address of Issuer's Principal Executive Offices)
ITEM 2.
(a) David M. Phillips
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(Name of Person Filing)
(b) 444 Merchandise Mart, Chicago, Illinois 60654
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(Address of Principal Business Office)
(c) United States of America
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(Citizenship)
(d) Common Stock, $0.10 par value per share
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(Title of Class of Securities)
(e) 12487Q109
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(CUSIP Number)
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
NOT APPLICABLE
ITEM 4. Ownership.
(a) 488,130 SHARES OF COMMON STOCK OF CCC INFORMATION SERVICES GROUP INC.
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(Amount Beneficially Owned)
(b) 3.5%
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(Percent of Class)
Page 1 of 5 Pages
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(c) Number of shares as to which such person has:
(i) 488,130* -
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(sole power to vote or to direct the vote)
(ii) 0
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(shared power to vote or to direct the vote)
(iii) 488,130*
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(sole power to dispose or to direct the disposition of)
(iv) 0
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(shared power to dispose or to direct the disposition of)
* Excludes 300,000 shares of Common Stock owned by Ruth Ann Phillips, the wife
of David M. Phillips. Mr. Phillips disclaims beneficial ownership of the shares
of Common Stock owned by his wife.
ITEM 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
NOT APPLICABLE
ITEM 8. Identification and Classification of Members of the Group.
David M. Phillips, Loeb Investors Co. XV, Loeb Investors Co. XIII and Loeb
Investors Co. 108 (collectively, the "Management Stockholders"), White River
Ventures, Inc. ("White River") and CCC Information Services Group Inc. (the
"Issuer") entered into a Stockholders' Agreement dated June 16, 1994 and amended
dated June 30, 1998, pursuant to which the Management Stockholders and White
River have agreed to certain provisions regarding the corporate governance of
the Issuer, including the election of directors. The Stockholders' Agreement
terminates upon the first to occur of (i) the written agreement of the parties,
(ii) the liquidation or dissolution of the Issuer, (iii) the Redemption Date,
(as defined below) or (iv) June 16, 1999. From the date of the closing of the
Offering (as defined therein ) until the first day on which there are no shares
of Series C, or Series D, or Series E Preferred Stock outstanding (the
"Redemption Date") the following provisions are in effect, among other:
Page 2 of 5 Pages
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The Management Stockholders and White River shall take all actions necessary
to cause the nomination and election to the board of directors of (i) five
persons designated by White River and (ii) four persons designated by a
majority of shares of Common Stock held by the Management Stockholders. The
number of directors shall be nine while the Amended Stockholders' Agreement
is in effect. The Management Stockholders and White River shall act to cause
vacancies on the board of directors to be filed 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 Management Stockholders and White River have agreed that,
prior to the voluntary resignation from the board of directors, disability or
death of David M. Phillips, a majority of the directors designated by the
Management Stockholders, shall be delegated, to the extent permitted by
applicable law, the authority of the board to determine the timing, price,
and other terms of certain business combinations where the consideration to
be received is cash, cash equivalents or publicly traded securities, subject
to the fiduciary duties of the other directors and subject to the receipt of
a fairness opinion from one of a list of specified investment banks.
Following the voluntary resignation from the board of directors, death or
disability of David M. Phillips, the Management Stockholders and White River
have agreed to cause the directors respectively elected by them to approve
certain business combinations recommended by the other party, subject to
receipt of a fairness opinion and subject to the fiduciary duties of such
directors.
The Management Stockholders and White River have also agreed that a majority
of the directors designated by the Management Stockholders shall be
delegated, to the extent permitted by applicable law and subject to the
fiduciary duties of the other directors, the authority of the board of
directors with respect to the timing, price, and other terms of each offering
of Common Stock, provided, however, that the Issuer shall not consummate any
such offering (i) unless the Issuer can demonstrate to the reasonable
satisfaction of White River that after giving effect to such subsequent
offering the Issuer would have funds legally available to redeem shares of
the Redeemable Preferred stock in accordance with its terms and (ii) without
the unanimous approval of the members of the board of directors in the event
that David M. Phillips shall voluntarily resign from the board of directors,
die, or become disabled.
As a result of the Stockholders' Agreement, the parties thereto may be deemed
to constitute a "group" within the meaning of Rule 13d-5 under the Act, and
as such, each member of the group would be deemed to own beneficially all
shares held, in the aggregate, by all group members. Neither the fact of this
filing nor anything contained herein shall be deemed to be an admission that
such group exists. Pursuant to Rule 13d-4, the reporting person disclaims
beneficial ownership of the Common Stock held by all other parties to the
Stockholders' Agreement.
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ITEM 9. Notice of Dissolution of Group.
NOT APPLICABLE
ITEM 10. Certification.
NOT APPLICABLE
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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.
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David M. Phillips
March 9, 1998
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