<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CCC INFORMATION SERVICES GROUP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
March 30, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 CCC Information Services Group
Inc. Annual Meeting of Stockholders, to be held at 10:00 a.m., Thursday, April
29, 1999, at the Westin River North Hotel, Chicago, Illinois, Telephone (312)
744-1900. The Westin River North is located in downtown Chicago at 320 North
Dearborn Avenue.
You will have an opportunity to discuss each item of business described in
the Notice of Annual Meeting and Proxy Statement and to ask questions about the
Company and its operations.
To make certain your shares are represented at the meeting, whether or not
you plan to attend, please sign and return the enclosed proxy card, using the
envelope provided. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
Sincerely,
[SIGNATURE]
David M. Phillips
Chairman
DMP/dmt
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 1999
To the Stockholders of Common Stock and
the Holders of Series E Preferred Stock
The annual meeting of stockholders of CCC Information Services Group Inc., a
Delaware corporation (the "Company") will be held at 10:00 a.m., Thursday, April
29, 1999, at the Westin River North Hotel located at 320 North Dearborn Avenue,
Chicago, Illinois, (312) 744-1900 for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year;
2. To increase the number of shares authorized to be purchased pursuant to the
Company's 1997 Stock Option Plan;
3. To approve the appointment of PricewaterhouseCoopers LLP as the Company's
independent auditors for the 1999 fiscal year.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Nominees for directors are set forth in the enclosed Proxy Statement. Only
Stockholders of record at the close of business on March 15, 1999, will be
entitled to vote at this meeting.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, is being mailed to Stockholders with this Proxy Statement.
By Order of the Board of Directors,
[LOGO]
Gerald P. Kenney
Vice President, Secretary and
General Counsel
***************
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE
ACCOMPANYING PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE
PREVIOUSLY SIGNED AND RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
---------------------
SOLICITATION OF PROXY, REVOCABILITY AND VOTING
GENERAL
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of CCC Information Services Group Inc. (the
"Company" or "CCC") of proxies to be voted at the 1999 Annual Meeting of
Stockholders of the Company to be held at 10:00 a.m. on April 29, 1999, at the
Westin River North Hotel located at 320 North Dearborn Avenue, Chicago,
Illinois. Only Stockholders of record on March 15, 1999, will be entitled to
vote at the meeting.
The Company's principal executive offices are located at 444 Merchandise
Mart, Chicago, Illinois 60654-1005. The approximate date on which the Proxy
Statement and the accompanying Proxy are first being sent to Stockholders is
March 31, 1999.
VOTING
Each share of Common Stock outstanding on the record date is entitled to one
vote. In addition, there are 500 shares of Series E Cumulative Redeemable
Preferred Stock (the "Series E Preferred Stock") outstanding, which are
beneficially owned by White River Ventures, Inc. ("White River Ventures").
Pursuant to the provisions of the Company's certificate of incorporation, for so
long as such shares of Series E Preferred Stock are beneficially owned by White
River Ventures or any of its affiliates, such owners are 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 at the meeting is determined according to a formula, the effect of
which will be to cause White River Ventures to cast 51% of the votes entitled to
be cast by the outstanding shares of Common Stock and Series E Preferred Stock
considered together.
As of the record date, there were 23,747,304 shares of Common Stock and 500
shares of Series E Preferred Stock outstanding. A total of 33,672,939 votes may
be cast at the meeting by the holders of Common Stock and Series E Preferred
Stock considered together. White River Ventures may cast 7,247,564 votes with
respect to its shares of Common Stock and 9,925,635 votes with respect to its
shares of Series E Preferred Stock, for a total of 17,173,199 or 51% of the
total shares eligible to vote.
An affirmative vote of a majority of the votes cast with respect to shares
present and voting at the meeting is required for approval of all items being
submitted to the Stockholders for their consideration. An automated system
administered by the Company's transfer agent tabulates the votes. Abstentions
are not counted in tabulations of the votes cast on proposals presented to
Stockholders.
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. It may be revoked by
mailing or delivering to the Secretary of the Company an instrument of
revocation or by the presentation at the meeting of a duly executed proxy
bearing a later date. To be effective, such revocation must be received by the
Secretary to the Company prior to 10:00 a.m. on April 29, 1999. It also may be
revoked by attendance at the meeting and election to vote in person.
<PAGE>
SOLICITATION
The Company will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying proxy and any additional material
which may be furnished to Stockholders. Copies of solicitation material will be
furnished to brokerage houses, fiduciaries and custodians to forward to
beneficial owners of stock held in the names of such nominees. The Company will
bear the cost of solicitation of proxies and will reimburse brokers, custodians,
nominees and fiduciaries for their reasonable expenses in sending solicitation
material to the beneficial owners of the Company's shares. The solicitation of
proxies will be made by the use of the mails and through direct communication
with certain Stockholders or their representatives by officers, directors and
employees of the Company, who will receive no additional compensation therefor.
The Company has engaged Harris Bank & Trust ("Harris") to distribute materials
to brokerage houses, banks, custodians and other nominee holders.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Board of Directors consists of nine (9) members each elected for a one
year term. During 1998, the Board of Directors met on five (5) occasions. All
Directors attended at least 75% of the meetings of the Board and the committees
on which they sat.
DIRECTOR COMPENSATION: Directors not employed by the Company, its parent
(White River Ventures), subsidiaries or affiliates were paid a fee of $5,450.00
for each Board meeting attended during 1998.
BOARD COMMITTEES: The Board of Directors has established a standing Audit
Committee and a standing Compensation Committee.
AUDIT COMMITTEE: The committee met on two (2) occasions during 1998. The
committee approves the appointment of the independent auditors and reviews and
approves the scope of the audit, the financial statements, the independent
auditors' letter of comments, if any, and management's responses thereto, and
the fees charged for audit and tax services and any special assignments.
COMPENSATION COMMITTEE: The committee met on three (3) occasions during
1998. The committee establishes the compensation programs for officers of the
Company and reviews overall compensation and benefit programs of the Company.
The committee also administers and selects participants for the Employee Stock
Option Plan.
ELECTION OF DIRECTORS
Nine directors are to be elected at the Annual Meeting to serve until the
earlier of the next Annual Meeting of Stockholders or until their respective
successors have been elected and qualified. David M. Phillips (nominee for
Chairman and Chief Executive Officer of the Company), Loeb Investors Co. XV,
Loeb Investors Co. XIII and Loeb Investors Co. 108, of which Thomas L. Kempner
(a director Nominee of the Company) is an affiliate (collectively, the
"Management Stockholders"), White River Ventures and the Company have entered
into a Stockholders Agreement dated June 16, 1994, and amended as of June 30,
1998, pursuant to which the Management Stockholders and White River Ventures
have agreed to certain provisions regarding the corporate governance of the
Company, including the election of directors. The Stockholder Agreement, as
amended, sets forth the following condition regarding the nomination and
election of directors: The Management Stockholders and White River Ventures
shall take all actions necessary to cause the nomination and election to the
Board of Directors of (i) five (5) individuals designated by White River
Ventures, and (ii) four (4) individuals designated by a majority of shares of
Common Stock held by the Management Stockholders. The Stockholders Agreement
terminates upon the first to occur of (i) the written agreement of the parties,
(ii) the liquidation of dissolution of the Company,
2
<PAGE>
(iii) the first day on which there are no shares of Series C Cumulative
Redeemable Preferred Stock (the "Series C Preferred Stock"), Series D Cumulative
Redeemable Preferred Stock (the "Series D Preferred Stock") or Series E
Preferred Stock issued and outstanding, or (iv) June 16, 1999. Directors are
elected by a majority of the votes of the shares of Voting Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
votes withheld) will have no effect on the election of directors. If any nominee
for election as director is unable to serve (which the Board of Directors does
not anticipate), the persons named in the proxy may vote for another person in
accordance with their judgment. Morgan W. Davis, Michael R. Eisenson, Thomas L.
Kempner, Dudley C. Mecum, David M. Phillips, Githesh Ramamurthy, Mark A. Rosen,
Michael R. Stanfield and Herbert S. Winokur, Jr. have served as directors of the
Company during the past year.
The Management Stockholders designate Thomas L. Kempner, David M. Phillips,
Githesh Ramamurthy and Michael Stanfield as their nominees and White River
Ventures designates Morgan W. Davis, Michael R. Eisenson, Dudley C. Mecum, Mark
A. Rosen and Herbert S. Winokur, Jr. as its nominees.
The names and ages of the designated nominees, their principal occupations
or employment during the past five years and other data regarding them as of
December 31, 1998, based upon information received from them, are as follows:
MORGAN W. DAVIS; AGE 48; EXECUTIVE VICE PRESIDENT, WHITE MOUNTAIN HOLDINGS,
INC.
Mr. Davis has served as a Director of the Company since 1995. He currently
functions as the Insurance Operating Officer of White Mountain Holdings, Inc. He
has also served from 1995 to 1998 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, Inc., Main Street America Group and ABRA. Mr. Davis is a
member of the Compensation Committee.
MICHAEL R. EISENSON; AGE 43; PRESIDENT AND CHIEF EXECUTIVE OFFICER,
CHARLESBANK CAPITAL PARTNERS, LLC.
Mr. Eisenson is President and Chief Executive Officer of Charlesbank Capital
Partners, LLC, a private investment firm and the successor to Harvard Private
Capital Group, Inc. which was spun out of Harvard Management Company, Inc. on
July 1, 1998. Prior to joining Harvard in 1986, Mr. Eisenson was a manager with
The Boston Consulting Group, where he provided strategic planning assistance to
multinational corporations. Mr. Eisenson serves on the Board of Directors of
Harken Energy Corporation; ImmunoGen, Inc.; Playtex Products, Inc.; United Auto
Group, Inc.; and The WMF Group, Ltd. Mr. Eisenson is a member of the
Compensation Committee.
THOMAS L. KEMPNER; AGE 71; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, LOEB
PARTNERS CORPORATION.
Mr. Kempner has served as a Director of the Company since 1983. Since 1979
he has served as Chairman and Chief Executive Officer of Loeb Holding
Corporation, an investment banking, registered broker/dealer and registered
investment advisory firm. He also serves as a director of the following
companies: Alcide Corporation; Energy Research Corporation; IGENE BioTechnology,
Inc.; Intermagnetics General Corporation; and director emeritus Northwest
Airlines, Inc. Mr. Kempner is Chairman of the Compensation Committee.
DUDLEY C. MECUM, AGE 64; MANAGING DIRECTOR; CAPRICORN HOLDINGS, LLC.
Mr. Mecum has been a General Partner with Capricorn Holdings, LLC, a
leveraged buyout firm, since 1997. Prior to joining Capricorn, Mr. Mecum was a
partner in G.L. Ohrstrom & Co., a leveraged buyout firm. He was an executive
with Peat Marwick Mitchell & Co. for 12 years serving as Vice Chairman of the
3
<PAGE>
West Coast Region and as Managing Partner of the New York office. Mr. Mecum is a
Director of several companies including, Citigroup; Travelers Property and
Casualty Company; DynCorp; Metris Companies, Inc.; Vicorp Restaurants Inc. and
Lyondell Petrochemical. Mr. Mecum is a member of the Audit Committee.
DAVID M. PHILLIPS; AGE 60; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CCC
INFORMATION SERVICES GROUP INC.
Mr. Phillips has served as Chairman and Chief Executive Officer since 1983.
He also held the office of President from 1983 to 1997. Prior to joining the
Company, Mr. Phillips served in a number of capacities during his ten years at
Citicorp. Originally, Mr. Phillips was Senior Vice President responsible for
Citicard development and implementation. He led the team that developed the
national consumer strategy and implemented the credit card portion of that
strategy taking the consumer file from 200,000 to 10 million participants.
Subsequently, he was responsible for the latin american consumer businesses that
included banks, property and casualty insurance companies, finance companies and
credit cards. Mr. Phillips was also employed at Polaroid Corporation where he
began as Director of Special Markets and subsequently was named Controller of
New Product Group.
GITHESH RAMAMURTHY; AGE 38; PRESIDENT AND CHIEF OPERATING 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
customers included numerous Fortune 100 clients in the United States and Europe.
Sales Technologies was acquired by Dun & Bradstreet in 1989.
MARK A. ROSEN; AGE 48; MANAGING DIRECTOR; CHARLESBANK CAPITAL PARTNERS, LLC.
Mr. Rosen is a Managing Director of Charlesbank Capital Partners, LLC. Mr.
Rosen has been with Charlesbank and its predecessor organization, Harvard
Private Capital Group Inc., since 1994. Prior to joining Charlesbank, Mr. Rosen
was a principal of the Conifer Group, a strategy consulting firm, and President
of Morningside/North America Limited, a private investment company. He currently
serves on the boards of several Charlesbank portfolio companies. Mr. Rosen is
Chairman of the Audit Committee.
MICHAEL R. STANFIELD; AGE 48; MANAGING DIRECTOR, LOEB PARTNERS CORPORATION.
Mr. Stanfield has served as a Director of the Company since 1995. He has
been Managing Director of Loeb Partners Corporation since 1993. From 1990 to
1993, Mr. Stanfield was self-employed as an independent consultant. Mr.
Stanfield is a member of the Audit Committee.
HERBERT S. "PUG" WINOKUR, JR.; AGE 55; CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF CAPRICORN
HOLDINGS, INC., LLC
Mr. Winokur is Chairman and Chief Executive Officer of Capricorn Holdings,
Inc., LLC (a private investment company) and Managing General Partner of
Capricorn Investors, L.P. and Capricorn Investors II, L.P., private investment
partnerships concentrating on investments in restructure situations, organized
by Mr. Winokur in 1987 and 1994 respectively. Prior to his current appointment,
Mr. Winokur was Senior Executive Vice President and Director of Penn Central
Corporation. Mr. Winokur is a Director of Enron Corp.; NAC Re Corporation; The
WMF Group, Ltd.; Mrs. Fields' Holding Company, Inc.; and DynCorp. Mr. Winokur is
a member of the Compensation Committee.
4
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known to the
Company (based on information filed with the Securities and Exchange Commission)
to be the beneficial owners of more than five percent of any class of the
Company's voting securities as of February 28, 1999:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE AND CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- --------------------------------------- ------------------------------------- ---------------------- -----------
<S> <C> <C> <C>
Common Stock........................... Loeb Entities (2)(4) 3,227,077 13.6
Common Stock........................... White River Ventures (3)(4) 7,247,564 30.5
Common Stock........................... Capricorn Investors II, L.P. (5) 1,337,000 5.6
Preferred Stock-Series E............... White River Ventures (3)(4) 500 100
</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) White River Corporation, the sole stockholder of White River Ventures, Inc.,
was acquired on June 30, 1998 in a merger with a subsidiary of the President
and Fellows of Harvard College, a Massachusetts educational corporation.
Charlesbank Capital Partners is acting as the investment advisor to White
River Ventures. The address of White River Ventures is c/o Charlesbank
Capital Partners, LLC, 600 Atlantic Avenue, 26(th)Floor, Boston,
Massachusetts 02210.
(4) Loeb Entities, White River Ventures and David M. Phillips have entered into
a Stockholders Agreement which provides for certain voting rights. Please
refer to the section above entitled "Voting" for a description of certain of
these rights.
(5) Capricorn Investors II, L.P. is located at 30 East Elm Street, Greenwich,
Connecticut 06830.
5
<PAGE>
The following table sets forth information regarding ownership of the
Company's Common Stock as of February 28, 1999, by Directors, by each of the
named Executive Officers and by all Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
TITLE AND CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- ----------------- --------------------------------------------------------- -------------------- -------------
<S> <C> <C> <C>
Common Stock David M. Phillips(2)..................................... 823,130 3.5
Common Stock J. Laurence Costin....................................... 161,513 *
Common Stock Githesh Ramamurthy(3).................................... 382,480 1.6
Common Stock John Buckner(4).......................................... 79,000 *
Common Stock Blaine R. Ornburg(5)..................................... 114,000 *
Common Stock Leonard Ciarrocchi(6).................................... 47,826 *
Common Stock Phillip Carter........................................... -- --
Common Stock Robert Milburn........................................... -- --
Common Stock Mary Jo Prigge........................................... -- --
Common Stock Richard Radi(7).......................................... 13,654 *
Common Stock Morgan W. Davis.......................................... 10,000 *
Common Stock Michael R. Eisenson(8)(14)............................... 7,247,564 30.5
Common Stock Thomas L. Kempner(9)..................................... 3,504,437 14.8
Common Stock Dudley C. Mecum(10)...................................... 1,337,000 5.6
Common Stock Mark A. Rosen(11)(14).................................... 7,247,564 30.5
Common Stock Michael R. Stanfield(12)................................. 3,227,077 13.6
Common Stock Herbert S. Winokur, Jr.(13).............................. 1,337,000 5.6
Common Stock All directors and executive officers as a group 13,717,624 57.8
(17 persons)...........................................
</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. Also includes 35,000 shares of Common Stock issuable upon exercise
of outstanding options which are exercisable within sixty (60) days of
February 28, 1999.
(3) Includes 178,880 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of February 28,
1999.
(4) Includes 79,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of February 28, 1999.
(5) Includes 94,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of February 28, 1999.
(6) Includes 36,000 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of February 28, 1999.
(7) Includes 12,500 shares of Common Stock issuable upon exercise of outstanding
options which are exercisable within 60 days of February 28, 1999.
(8) Includes 7,247,564 shares of Common Stock held by White River, Mr. Eisenson
is President and Chief Executive Officer of Charlesbank Capital Partners
LLC, investment advisor to White River Ventures Inc. and disclaims
beneficial ownership of the shares held by White River, except to the extent
of his pecuniary interests therein.
(9) Includes 3,227,077 shares of Common Stock held by the Loeb Entities. Mr.
Kempner is the managing general partner or the general partner of the
general partner of each of the Loeb Entities.
6
<PAGE>
Mr. Kempner disclaims beneficial ownership of the shares held by the Loeb
Entities, except to the extent of his pecuniary interests therein. Also
includes 200,000 shares of Common Stock held by Mr. Kempner and 77,360
shares of Common Stock issuable upon exercise of outstanding options which
are exercisable within 60 days of February 28, 1999.
(10) Includes 1,337,000 shares of Common Stock held by Capricorn Investors II,
L.P. Mr. Mecum is General Partner with Capricorn Holdings, LLC. Mr. Mecum
disclaims beneficial ownership of the shares held by Capricorn except to the
extent of his pecuniary interest thereunder.
(11) Includes 7,247,564 shares of Common Stock held by White River. Mr. Rosen is
Managing Director of Charlesbank Capital Partners LLC, investment advisor to
White River Ventures Inc. and disclaims beneficial ownership of the shares
held by White River, except to the extent of his pecuniary interests
therein.
(12) Includes 3,277,077 shares of Common Stock held by the Loeb Entities. Mr.
Stanfield is Managing Director of Loeb Partners Corporation. Mr. Stanfield
disclaims beneficial ownership of the shares held by Loeb except to the
extent of his pecuniary interest thereunder.
(13) Includes 1,337,000 shares of Common Stock held by Capricorn Investors II,
L.P. Mr. Winokur is Managing General Partner of Capricorn Investors II, L.P.
Mr. Winokur disclaims beneficial ownership of the shares held by Capricorn
except to the extent of his pecuniary interest thereunder.
(14) White River Ventures also owns 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, except to the extent of their pecuniary interests therein.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended December 31, 1998, its officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements.
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company for the fiscal year ended December 31, 1998, and for the Company's
previous two fiscal years.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) OPTIONS(#)(1) COMPENSATION
- -------------------------------------- --------- ---------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips .................... 1998 $ 525,000 -- -- 45,000 --
Chairman and Chief Executive Officer 1997 $ 525,000 $ 162,475 -- 70,000 --
1996 $ 448,008 $ 100,000 -- -- --
J. Laurence Costin, Jr. .............. 1998 $ 293,578 -- -- 30,000 --
Vice Chairman 1997 $ 289,284 $ 46,690 -- -- --
1996 $ 272,016 $ 80,000 -- -- --
Githesh Ramamurthy ................... 1998 $ 330,024 -- -- 45,000 --
President and Chief Operating 1997 $ 302,515 $ 86,083 -- -- --
Officer 1996 $ 260,751 $ 52,219 -- 120,000 --
John Buckner ......................... 1998 $ 257,496 -- -- 30,000 --
President--Automotive-- Service 1997 $ 253,754 $ 83,415 -- -- --
Division 1996 $ 213,132 $ 39,791 -- 50,000 --
Blaine R. Ornburg .................... 1998 $ 250,008 -- -- 30,000 --
President--Outsourcing-- Division 1997 $ 210,009 $ 67,093 -- -- --
1996 $ 192,508 $ 40,700 -- 50,000 --
</TABLE>
- ------------------------
(1) Represents the number of shares of Common Stock issuable upon exercise of
options granted pursuant to the 1997 Employee Stock Option Plan.
8
<PAGE>
1998 STOCK OPTION GRANTS TO EXECUTIVES
The following table shows information with respect to grants of options to
the Chief Executive Officer and the other named executives in 1998. As required
by the Securities and Exchange Commission (the "SEC"), the calculation of
potential realizable values shown for such awards is based on assumed annualized
rates of stock price appreciation of 5% and 10% over the full term of the
options.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SECURITIES APPRECIATION FOR OPTION
UNDERLYING % OF TOTAL OPTIONS EXERCISE TERM(4)
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION ------------------------
NAME GRANTED(#)(1) IN FISCAL YEAR(2) ($/SHARE)(3) DATE 5%($) 10%($)
- ---------------------------- --------------- --------------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips........... 45,000 5% 12.125 9/23/08 343,141 869,586
J. Laurence Costin, Jr...... 30,000 3.3% 12.125 9/23/08 228,760 579,724
Githesh Ramamurthy.......... 45,000 5% 12.125 9/23/08 343,141 869,586
John Buckner................ 30,000 3.3% 12.125 9/23/08 228,760 579,724
Blaine R. Ornburg........... 30,000 3.3% 12.125 9/23/08 228,760 579,724
Leonard L. Ciarrocchi....... 40,000 4.4% 21.875 1/30/03 241,746 534,196
30,000 3.3% 12.125 9/23/08 228,760 579,724
Phillip Carter.............. 50,000 5.5% 16.625 7/1/08 522,769 1,324,798
Richard Radi................ 30,000 3.3% 12.125 9/23/08 228,760 579,724
Mary Jo Prigge.............. 30,000 3.3% 12.50 9/30/08 235,835 597,653
Robert Milburn.............. -- -- -- -- -- --
</TABLE>
- ------------------------
(1) The options granted in 1998 are exercisable 25% on the first anniversary
from the date of grant and 25% on each anniversary date of the grant for
years two, three and four.
(2) The Company granted options representing (900,875) shares to employees in
1998.
(3) Option exercise price is determined as the close price on the date of grant.
(4) The potential realizable value is calculated based on the term of the option
at its time of grant, 5 years for grants prior to 9/23/98 and 10 years for
grants from 9/23/98 forward, and is calculated by assuming that the price on
the date of grant as determined by the Board of Directors appreciates at the
indicated annual rate compounded annually for the entire term of the option
and that the option is exercised and sold on the last day of its term for
the appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate of projection of the future Common Stock
price.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998 AND
OPTION VALUES AT DECEMBER 31, 1998
This table sets forth information regarding exercise of options during 1998
by the Chief Executive Officer and the other named executives. The "value
realized" is based on the market price on the date of exercise, while the "value
of unexercised in-the-money options at December 31, 1998" is based on the market
price on that date.
<TABLE>
<CAPTION>
AGGRETATED OPTION EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION VALUES
----------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/97(#) 12/31/97($)(1)
ACQUIRED ON VALUE -------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips............ -- -- 17,500 97,500 0 230,625
J. Laurence Costin, Jr....... 136,160 2,041,719 0 30,000 0 153,750
Githesh Ramamurthy........... -- -- 178,880 119,720 1,966,000 903,625
John Buckner................. 50,200 1,103,362 79,000 70,800 825,330 563,766
Blaine R. Ornburg............ -- -- 94,000 66,000 1,173,500 522,750
Leonard L. Ciarrocchi........ -- -- 36,000 94,000 217,800 298,950
Phillip Carter............... -- -- 0 50,000 0 31,250
Richard Radi................. -- -- 12,500 67,500 0 153,750
Mary Jo Prigge............... -- -- 0 30,000 0 142,500
Robert Milburn............... -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Value of unexercised, in-the-money options based on a fair market value of
Company Common Stock of $17.25 per share as of close of business December
31, 1998.
10
<PAGE>
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers of
CCC during fiscal 1998, based on data furnished by them:
<TABLE>
<CAPTION>
NAME AGE POSITION SINCE
- --------------------------- --- ---------------------------------------------------------------------- ---------
<S> <C> <C> <C>
David M. Phillips.......... 60 Chairman and Chief Executive Officer 1983
J. Laurence Costin, Jr..... 57 Vice Chairman 1983
Githesh Ramamurthy......... 38 President and Chief Operating Officer 1992
John Buckner............... 52 President--Automotive Services Division 1994
Blaine R. Ornburg.......... 52 President--CCC Consumer Processing Services Inc. 1995
Leonard L. Ciarrocchi...... 46 Executive Vice President and Chief Financial Officer 1996
Phillip Carter............. 36 President--CCC International 1998
Richard Radi............... 41 Executive Vice President--Insurance Division 1997
Mary Jo Prigge............. 40 Executive Vice President--Claims Settlement Division 1998
Robert Milburn............. 56 Executive Vice President--Product Development 1999
</TABLE>
Except as discussed below, all of these officers of CCC have held executive
positions with CCC for more than three years.
DAVID M. PHILLIPS has served as Chairman and Chief Executive Officer since
founding the Company in 1983. Please refer to the biographical information
contained in the Section entitled Election of Directors.
J. LAURENCE COSTIN, JR. joined the Company in February 1983 as Executive
Vice President responsible for the Company's sales and client field service
organization. He currently serves as Vice Chairman, a position he has held since
May 1983. Prior to joining the Company, Mr. Costin was Senior Vice President and
General Manager for the Midwest region of Seligman & Latz, Inc., a Fortune 500
company which managed department store concessions.
GITHESH RAMAMURTHY joined the Company in July 1992 and is President and
Chief Operating Officer. Please refer to the biographical information contained
in the Section entitled Election of Directors.
JOHN BUCKNER joined the Company in January 1994 as Senior Vice
President-AutoBody Division. Mr. Buckner was promoted to Executive Vice
President-Sales and Services Division in 1995 and currently serves as
President-Automotive Services Division. Prior to joining the Company, Mr.
Buckner was Vice President and General Manager of U.S. Automotive Operations at
Sun Electric Corporation. Previously, Mr. Buckner held a variety of senior sales
and new market development positions at Reynolds & Reynolds.
BLAINE R. ORNBURG joined the Company in May 1995 as Executive Vice
President-New Market Development. In January 1996, he assumed the additional
responsibilities of Acting Chief Financial Officer, a position he held until
June, 1996. Mr. Ornburg currently serves as President of the Company's wholly
owned subsidiary, CCC Consumer Processing Services Inc. Prior to joining the
Company, Mr. Ornburg served as Senior Vice President of First Data Corporation.
Mr. Ornburg joined First Data Corporation upon its purchase of Anasazi, Inc., a
software and networking company Mr. Ornburg founded in 1987. Previously, Mr.
Ornburg was Vice President-Point of Transaction Systems for Visa International.
LEONARD L. CIARROCCHI joined the Company in June 1996 as Executive Vice
President and Chief Financial Officer. Prior to joining the Company, Mr.
Ciarrocchi was Vice President and Treasurer of White River Corporation from 1993
to 1996 and Manager of Finance of Fund American Enterprises, Inc. from 1991 to
1993. Mr. Ciarrocchi was Manager of Finance for Fireman's Fund Corporation from
1989 to 1991.
PHILLIP CARTER joined the Company in July, 1998 as President, CCC
International which was established after the Company purchased the Insurance
Division of Carter and Carter located in the United Kingdom.
11
<PAGE>
Prior to joining the Company Mr. Carter was Managing Director of Carter and
Carter Ltd., a leading insurance and automotive repair industries training and
consulting firm.
RICHARD RADI joined the Company in December 1997 as Executive Vice President
of the Insurance Division. Prior to joining the Company, Mr. Radi served in
various sales and marketing positions at IBM.
MARY JO PRIGGE joined the Company in September 1998 as Executive Vice
President of the Claims Settlement Division. Prior to joining the Company, Ms.
Prigge served in various management positions initially with Globe Glass and
Mirror and subsequent to two mergers most recently with Safelite Autoglass as
Senior Vice President of Operations.
ROBERT MILBURN joined the Company in February 1999 as Executive Vice
President of Product Development. Prior to joining the Company Mr. Milburn was
Vice President of Engineering with Open Port Technology Inc. Prior to joining
Open Port Technology Inc., he held a number of high level technology based
positions with Landis & Gyr Americas, Inc. and MCC Powers Inc.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Mr.
Phillips, Mr. Buckner, Mr. Ramamurthy, Mr. Ornburg, Mr. Ciarrocchi, Mr. Carter,
Mr. Radi and Mr. Costin. Each of the agreements provide for the potential of an
annual merit salary increase. Accordingly, the salaries set forth in each of the
employment agreements may have been increased as a result of such merit
increase. Mr. Phillips' employment agreement provides for an annual salary of
$525,000 plus bonus and terminates upon 30 days written notice by either the
Company or Mr. Phillips from and after July 1, 1999. Mr. Buckner's employment
agreement provides for an annual salary of $250,000 plus bonus, and terminates
June 30, 2001. Mr. Ramamurthy's employment agreement provides for an annual
salary of $275,000 plus bonus, and terminates June 30, 2001. Mr. Ornburg's
employment agreement provides for an annual salary of $200,000 plus bonus, and
terminates June 30, 2001. Mr. Ciarrocchi's employment agreement provides for an
annual salary of $200,000 plus bonus, and terminates June 30, 2001. Mr. Carter's
employment agreement provides for an annual salary of L160,000 plus bonus and
terminates June 30, 2003. Mr. Radi's employment agreement provides for an annual
salary of $250,000 plus bonus and terminates September 30, 2001. Mr. Costin's
employment agreement provides for an annual salary of $230,000 plus bonus, and
terminates April 30, 1999. Messrs. Buckner's, Ramamurthy's, Ciarrocchi's,
Carter's, Radi's and Ornburg's employment agreements each contain a non-compete
and a change of control provision.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee is responsible for (i) establishing guidelines
with respect to all compensation matters involving the Company and its
Subsidiaries and (ii) authorizing all compensation arrangements between the
Company and its Subsidiaries and their respective directors, officers, employees
and consultants involving the payment by the Company or any of its Subsidiaries
to any of such individuals of Base Salary equal to or greater than $125,000. The
Compensation Committee consists of members of the Board of Directors who are not
officers or employees of the Company or any of its Subsidiaries.
The Compensation Committee of the Board of Directors ("Committee")
establishes the general compensation policies of the Company and establishes the
specific compensation plans, performance goals and compensation levels for
executive officers. The Committee also administers and selects participants for
the current Employee Stock Option Plans. The Committee is composed of four
independent, non-employee directors who have no interlocking relationships.
COMPENSATION POLICIES
The principal objective of the Committee's approach to executive
compensation is to align such compensation with stockholder value. The Committee
seeks to accomplish this objective by setting base salaries below the median for
similar positions at comparable companies, while linking annual bonus awards to
aggressive performance factors which enhance stockholder value. Stock options
are also used as a vehicle to further align long-term executive performance with
stockholder value. In this way, above-average total compensation is achieved
only for outstanding Company performance.
COMPENSATION COMPONENTS
BASE SALARY. Base salary levels for the named Executive Officers are
determined by the Committee on the basis of what, in its discretion, it deems to
be appropriate pay for the responsibilities consistent with the policies stated
above.
ANNUAL BONUS. The CEO's annual cash bonus is discussed below under "1998
Chief Executive Officer Compensation Actions."
The annual cash bonus for executives other than the CEO is determined based
on several factors (i) the most significant factor is actual earnings per share
(EPS); (ii) company wide revenue goals; and (iii) achievement of specified,
measurable objectives related to the executive's area of responsibilities.
EMPLOYEE STOCK OPTIONS. Employee stock options are an important component
of the compensation package for executives because they directly focus
management's attention on the interests of stockholders. The Committee makes
periodic grants of stock options to executive officers and other key employees
to foster a commitment to increasing long-term stockholder value.
During 1998, the Committee granted a total of 900,875 options to selected
employees of which 280,000 options were granted to Company executives. The
Company's grants of options are always at fair market value on the date of
grant.
1998 CHIEF EXECUTIVE OFFICER COMPENSATION ACTIONS
The CEO's annual base salary for 1998 was $525,000 which has been his annual
base salary since 1997.
The CEO's annual bonus is principally based on company performance targets
established annually by the Committee. Specifically, the factors considered
include actual earnings per share, company wide revenue goals and to a lesser
extent, the achievement of specified, measurable objectives. The Company did not
pay a bonus to the CEO for 1998. During 1998, the CEO received a grant of 45,000
options to purchase Common Stock of the Company with an exercise price of
$12.125 per share and subject to the Company's standard vesting policy of 25%
per year commencing on the first anniversary of the date of grant.
13
<PAGE>
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee believes that its compensation programs have been structured
in a manner to preserve full deductibility to the Company of executive
compensation for Federal Income Tax purposes.
Thomas L. Kempner, Chairman
Compensation Committee
Compensation Committee Members
Morgan W. Davis
Michael R. Eisenson
Herbert S. Winokur, Jr.
14
<PAGE>
PERFORMANCE GRAPH
NOTE: The Stock price performance shown on the graph is not necessarily
indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CCC INFORMATION SERVICES GROUP S & P 500 S&P TECHNOLOGY SERVICES SECTOR
<S> <C> <C> <C>
Aug-96 $100.00 $100.00 $100.00
1996 $139.13 $116.85 $96.44
1997 $171.74 $155.83 $108.95
1998 $150.00 $200.36 $112.42
</TABLE>
Company became a public company on August 16, 1996. The graph assumes $100
invested on August 16, 1996 in Company Common Stock and $100 invested at that
time in each of the S&P indices, including reinvestment of dividends.
15
<PAGE>
APPROVAL OF INCREASE IN THE NUMBER OF AUTHORIZED SHARES AVAILABLE TO BE GRANTED
AS
OPTIONS UNDER CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN
During the 1997 Annual Meeting of Stockholders, the Stockholders approved
the CCC Information Services Group Inc. 1997 Employee Stock Option Plan. The
Board of Directors has determined that, in order to give the company the ongoing
flexibility to attract and retain the management and employee talent necessary
for the Company's continued success, the Company should increase the maximum
number of options to purchase shares of the Company's common stock from
1,5000,000 to 2,500,000.
The affirmative vote of a majority in interest of the stockholders present
in person or by proxy at the Annual Meeting and entitled to vote will be
required to approve the authorization to increase the number of options to
purchase shares of Common Stock under the 1997 Employee Stock Option Plan.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE INCREASE IN THE NUMBER OF OPTIONS
TO PURCHASE COMMON STOCK UNDER THE 1997 EMPLOYEE STOCK OPTION PLAN TO 2,500,000.
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of the Company's current Audit
Committee, has appointed PricewaterhouseCoopers LLP as the Company's independent
accountants to audit the consolidated financial statements of the Company for
the year 1999. PricewaterhouseCoopers, LLP, served as the Company's independent
accountants for the year ended December 31, 1998.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE
SUCCEEDING YEAR.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the 2000 Annual
Meeting (scheduled for April, 2000) must be received by the Company no later
than December 15, 1999, for inclusion in its Proxy Statement and form of proxy
relating to that meeting.
16
<PAGE>
PROXY PROXY
CCC INFORMATION SERVICES GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS--APRIL 29, 1999
The undersigned appoints David M. Phillips, Thomas L. Kempner and
Michael R. Eisenson, and each of them, as proxies, with full power of
substitution and revocation, to vote, as designated above, all the Common
Stock of CCC Information Services Group Inc. which the undersigned has power
to vote, with all powers which the undersigned would possess if personally
present, at the annual meeting of stockholders thereof to be held on April 29,
1999 or at any adjournment thereof.
Unless otherwise marked, this proxy will be voted FOR the election of
the nominees named and FOR Proposals No. 2, 3 and 4.
PLEASE VOTE, SIGN, DATE AND RETURN THIS FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. ELECTION OF DIRECTORS
NOMINEES: Morgan W. Davis, Michael R. Eisenson, For Withhold For All
Thomas L. Kempner, Dudley C. Mecum, David M. All All Except*
Phillips, Githesh Ramamurthy, Mark A. Rosen,
Michael R. Stanfield, Herbert S. Winokur, Jr. / / / / / /
- ----------------------------------
*(EXCEPT NOMINEE(S) WRITTEN ABOVE)
2. Approval to increase by 1,000,000 shares, the For Against Abstain
number of shares authorized to be purchased / / / / / /
under Company's 1997 Stock Option Plan.
3. Approval of appointment of PriceWaterhouseCooper's For Against Abstain
LLP as the Company's independent auditors for / / / / / /
the year.
Dated: __________________, 1999
_______________________________
Signature(s)
The signatory hereby acknowledges receipt _______________________________
of the accompanying Notice of Annual Please sign exactly as your name
Meeting of Shareholders and Proxy Statement. appears. Joint owners should each
sign. Where applicable, indicate
your official position or repre-
sentative capacity.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
