<PAGE>
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
CCC Information Services Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12487Q109
(CUSIP Number)
Check the following box if a fee is being paid with this statement __. (A fee is
not required only if the filing person" (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information
required in the remainder of this cover page shall not be deemed to be "files"
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>
SCHEDULE 13G
CUSIP NO. 12487Q109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Investors Co. XIII - I.D. # 13-3162567
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 86,760 Shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -----
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 86,760 Shares
PERSON WITH 8 SHARED DISPOSITIVE POWER
-----
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,760 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13G
CUSIP NO. 12487Q109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Investors Co. XV - I.D. # 13-3168394
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,069,600 Shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -----
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,069,600 Shares
PERSON WITH 8 SHARED DISPOSITIVE POWER
-----
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,069,600 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13G
CUSIP NO. 12487Q109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Investors Co. 108 I.D. # 13-3661535
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 220,954
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -----
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 220,954 Shares
PERSON WITH 8 SHARED DISPOSITIVE POWER
-----
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,954 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
Item 1.
(a) The name of the issuer is CCC Information Service Group Inc. (b) The
principal executive office is located at 444 Merchandise Mart, Chicago, Illinois
60654.
Item 2.
(a) The name of the persons filing this Schedule 13G are:
Loeb Investors Co. XIII
Loeb Investors Co. XV
Loeb Investors Co. 108
(b) The business address of each is 61 Broadway, New York, New York,
10006.
(c) Each is a United States organization.
(d) Common Stock.
(e) The CUSIP number is 12487Q109.
Item 3.
N/A.
Item 4. Ownership
(a) and (b) Shares of Common Stock were owned as of December 31, 1998:
Loeb Investors Co. XIII 86,760 0.4%
Loeb Investors Co. XV 3,069,600 13.0%
Loeb Investors Co. 108 220,954 0.9%
3,377,314 14.3%
The percentages are based on 23,700,165 shares reported by the Company
outstanding as of December 31, 1998.
(c) Sole power to vote or direct the vote or to dispose or direct the
disposition is held as indicated above in this item. Thomas L. Kempner is the
managing partner of each partnership. Mr. Kempner owns directly 200,000 shares
of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another.
No partner of the reporting partnerships has an indirect interest in shares of
Common Stock which exceed 5% of the shares outstanding at December 31, 1998.
Item 7. Identification and Classification of the Subsidiary.
N/A
<PAGE>
Item 8. Identification and Classification of Members of Group.
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") (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:
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 in 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 director to be filled by successors designated
by the stockholder group that designated the prior incumbent and shall not act
to remove a director except after consultation with such stockholder group and
after a determination that the director to be removed had 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 other
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.
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, the reporting persons named in Item 2 disclaims
beneficial ownership of the Common Stock held by all other parties to the
Stockholders' Agreement.
<PAGE>
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A.
Signature
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
March 11, 1999 Loeb Investors Co. XIII
By: Thomas L. Kempner
Managing Partner
/s/Thomas L. Kempner
March 11, 1999 Loeb Investors Co. XV
By: Thomas L. Kempner
Managing Partner
/s/ Thomas L. Kempner
March 11, 1999 Loeb Investors Co. 108
By: Thomas L. Kempner
Managing Partner
/s/Thomas L. Kempner
