<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
- --------------------------------------------------------------------------------
AMENDMENT NO. 1 TO REPORT ON FORM 10-K ON
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER: (312) 222-4636
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
None
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
Common Stock, $0.10 Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in this form, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by nonaffiliates (affiliates
being, for these purposes only, directors, executive officers and holders of
more than 5% of the Issuer's common stock) of the Issuer as of April 20, 2000,
was approximately $135,682,058.
As of April 20, 2000, 22,270,663 shares of CCC Information Services Group Inc.
common stock, par value $0.10 per share, were outstanding.
<PAGE>
AMENDMENT: Pursuant to General Instruction G(2) of Form 10-K, CCC
Information Services Group Inc. ("Company") hereby amends Part III of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, by adding the
information required in Items 10, 11, 12 and 13 (which was previously
incorporated by reference to the definitive proxy statement for its 2000 Annual
Meeting of Shareholders which is to be filed on or about May 24, 2000).
ITEM 10
DIRECTORS: 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 year ended December 31, 1999. The names and ages of the directors,
their principal occupations or employment during the past five years and other
data regarding them as of December 31, 1999, based upon information received
from them, are as follows:
MORGAN W. DAVIS; AGE 49; SENIOR ADVISOR FOR INSURANCE OPERATIONS, WHITE
MOUNTAIN INSURANCE GROUP.
Mr. Davis has served as a Director of the Company since 1995. He currently
serves as the Senior Advisor for Insurance Operations with White Mountain
Insurance Group and previously served as the Vice President of Insurance
Operations of White Mountain Holdings, Inc. He 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 ABRA, a Director and CEO of
American Centennial Insurance Company, and is Chairman of Peninsula Insurance
Company. Mr. Davis is a member of the Compensation Committee.
MICHAEL R. EISENSON; AGE 44; MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER,
CHARLESBANK CAPITAL PARTNERS, LLC.
Mr. Eisenson has served as a Director of the Company since 1998. He is
Managing Director and the Chief Executive Officer of Charlesbank Capital
Partners, LLC, a private investment firm formed on July 1, 1998 and the
successor to Harvard Private Capital Group, Inc. 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 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 72; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, LOEB
HOLDING 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, and of its wholly-owned subsidiary, Loeb Partners
Corporation. He also serves as a director of the following companies: Alcide
Corporation, Fuel Cell Energy, Evercel, Inc., IGENE BioTechnology, Inc., Insight
Communications Company, Inc., Intermagnetics General Corporation, Roper Starch
Worldwide, Inc., and is director emeritus of Northwest Airlines, Inc. Mr.
Kempner is a member of the Compensation Committee.
DUDLEY C. MECUM, AGE 65; MANAGING DIRECTOR, CAPRICORN HOLDINGS, LLC.
Mr. Mecum has served as a Director of the Company since 1998. He 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 West Coast Region and as
2
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Managing Partner of the New York office. Mr. Mecum is a Director of several
companies including, Citigroup, Travelers Property and Casualty Company,
DynCorp, Suburban Propane Partners LP, and Lyondell Petrochemical. Mr. Mecum is
a member of the Audit Committee.
DAVID M. PHILLIPS; AGE 61; CHAIRMAN, CCC INFORMATION SERVICES GROUP INC.
Mr. Phillips has served as a Director of the Company since 1982 and as
Chairman since 1989. He also held the office of President from 1983 to 1997 and
the office of Chief Executive Officer from 1989 to July 1999. 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. Mr. Phillips serves as a Trustee/Director of Heritage Mutual
Funds.
GITHESH RAMAMURTHY; AGE 39; PRESIDENT AND CHIEF EXECUTIVE OFFICER, CCC
INFORMATION SERVICES INC.
Mr. Ramamurthy has served as a Director of the Company since 1999. He
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. In
July 1999, Mr. Ramamurthy assumed the positions of President and Chief Executive
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. Mr. Ramamurthy is a Director of
Enterstand Limited and InsurQuote Systems Inc.
MARK A. ROSEN; AGE 49; MANAGING DIRECTOR, CHARLESBANK CAPITAL PARTNERS,
LLC.
Mr. Rosen has served as a Director of the Company since 1998. He is a
Managing Director of Charlesbank Capital Partners, LLC. Mr. Rosen has been
with Charlesbank and its predecessor, 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
Board of Directors 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. Mr.
Stanfield is currently the Chairman and Chief Executive Officer of
Intersections, Inc., a direct marketing and information services company. He was
a Managing Director of Loeb Partners Corporation from November 1993 to December
1999. 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 56; CHAIRMAN AND CHIEF EXECUTIVE
OFFICER, CAPRICORN HOLDINGS, INC.
Mr. Winokur has served as a Director of the Company since 1998. He is
Chairman and Chief Executive Officer of Capricorn Holdings, Inc., (a private
investment company) and Managing General Partner of Capricorn Investors, L.P.,
Capricorn Investors II, L.P. and Capricorn Investors III, L.P., private
investment partnerships concentrating on investments in restructure situations,
organized by Mr. Winokur
3
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in 1987, 1994 and 1999 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., Azurix Corp., The WMF
Group, Ltd., Mrs. Fields' Holding Company, Inc., and DynCorp. Mr. Winokur is
Chairman of the Compensation Committee.
EXECUTIVE OFFICERS: Set forth below is certain information concerning the
executive officers of CCC during fiscal 1999, based on data furnished by them:
<TABLE>
<CAPTION>
NAME AGE POSITION SINCE
<S> <C> <C> <C>
David M. Phillips 61 Chairman 1983
J. Laurence Costin, Jr. 59 Vice Chairman 1993
Githesh Ramamurthy 39 President and Chief Executive Officer 1999
Reid E. Simpson 43 Executive Vice President and Chief Financial Officer 1999
John Buckner 53 President - Automotive Services Division 1994
Blaine R. Ornburg 54 President - Consumer Services Inc. 1995
Leonard L. Ciarrocchi 47 Executive Vice President and Chief Financial Officer 1996
Phillip Carter 37 President - CCC International 1998
Richard Radi 42 Executive Vice President - Insurance Division 1997
Mary Jo Prigge 41 Executive Vice President - Insurance and Claims 1998
Settlement Division
Robert Milburn 57 Executive Vice President - Product Development 1999
Oliver G. Prince Jr. 46 Senior Vice President, Human Resources 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 since 1989. He also held the
office of President from 1983 to 1997 and the office of Chief Executive Officer
from 1989 to July 1999. 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. Mr. Phillips
serves as a Trustee/Director of Heritage Mutual Funds.
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 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. In July 1999, Mr. Ramamurthy assumed the positions of
President and Chief Executive 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.
Mr. Ramamurthy is a Director of Enterstand Limited and InsurQuote Systems Inc.
4
<PAGE>
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 served as President-Automotive
Services Division until April 1999 when his employment terminated. 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 April 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 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 and served in that position until
September 1999. In September 1999, Mr. Ciarrocchi took a position with the
Company focusing on strategic acquisitions until his employment in this
capacity terminated in November 1999. 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. He also serves as
the Managing Director of Enterstand Limited, a joint venture between
Hearst Communications, Inc. and Rayfield Limited, a subsidiary of the Company.
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 and served until November 1999 when his
employment terminated. Prior to joining the Company, Mr. Radi served in various
sales and marketing positions at IBM.
MARY JO PRIGGE joined the Company in October 1998 as Executive Vice
President of the Claims Settlement Division and is currently the President of
CCC, U.S. Prior to joining the Company, Ms. Prigge served from March 1991
through October 1998 in various management positions initially with Globe Glass
and Mirror and, subsequent to two mergers, most recently as Senior Vice
President of Operations with Safelite Autoglass.
ROBERT MILBURN joined the Company in February 1999 as Executive Vice
President of Product Development. Prior to joining the Company, from 1996 to
1998, Mr. Milburn was Vice President of Engineering with Open Port Technology
Inc. From 1987 to 1996, prior to joining Open Port Technology Inc., he held a
number of high level technology-based positions with Landis & Gyr Americas,
Inc.
REID E. SIMPSON joined the Company in September 1999 as Executive Vice
President and Chief Financial Officer. Prior to joining the Company, Mr. Simpson
was the Chief Financial Officer of The Signature Group from October 1998 to
September 1999. From 1997 to 1998, Mr. Simpson was the Senior Vice President
Finance and Administration and Chief Financial Officer of Delphi Information
Systems, Inc. From 1993 to 1997, Mr. Simpson was the Vice President Finance and
Chief Financial Officer of Dontech, a partnership between Ameritech and The Dun
& Bradstreet Corporation.
OLIVER G. PRINCE JR. joined the Company in February 1999 as Senior Vice
President, Human Resources. Prior to joining the Company, between January 1998
and January 1999, Mr. Prince was self-employed as a human resources consultant.
Mr. Prince was a Senior Vice President, Human Resources at The Celtic Group from
January 1997 to November 1998. From May 1995 to January 1997, he was a Vice
President, Human Resources Services at The CNA Insurance Companies.
5
<PAGE>
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, 1999, its officers, directors and holders of more than 10% of the Company's
Common Stock complied with all Section 16(a) filing requirements. Based solely
upon a review of filings made with the Securities and Exchange Commission in
1999, the Company notes that Robert Milburn filed his Form 4 late and that
Oliver Prince failed to file a Form 3.
ITEM 11
DIRECTOR COMPENSATION: Directors not employed by the Company, its
subsidiaries or affiliates were paid a fee of $5,450 for each Board meeting
attended during fiscal year 1999. In accordance with the internal policies of
their employer, Mr. Eisenson and Mr. Rosen do not personally accept director
compensation. Also, Mr. Morgan W. Davis received 12,000 shares of Company
stock valued at $12.75 per share on the date of issuance as additional
compensation for serving on the Board.
EXECUTIVE OFFICER COMPENSATION: The following table summarizes the
compensation of the Chief Executive Officer and certain other four most highly
compensated executive officers of the Company ("Named Executive Officers") for
the fiscal year ended December 31, 1999, and for the Company's previous two
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards
- --------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Restricted Securities
Stock Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Awards ($) Options (#) Compensation
(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips (2) 1999 $100,000 --- --- --- ---
Chairman and Chief Executive 1998 $525,000 --- --- 45,000 ---
Officer 1997 $525,000 $162,475 --- 70,000 ---
- --------------------------------------------------------------------------------------------------------------
J. Laurence Costin, Jr. 1999 $293,568 $25,000 --- --- ---
Vice Chairman 1998 $293,568 --- --- 30,000 ---
1997 $289,284 $100,000 --- --- ---
- --------------------------------------------------------------------------------------------------------------
Githesh Ramamurthy (3) 1999 $425,000 $33,002 --- 40,000 ---
President and Chief 1998 $330,024 --- --- 45,000 ---
Operating Officer 1997 $330,024 $128,906 --- --- ---
- --------------------------------------------------------------------------------------------------------------
John Buckner (4) 1999 $257,496 --- --- --- $384,000
President - Automotive 1998 $257,496 --- --- 30,000 ---
Service Division 1997 $253,754 $83,415 --- --- ---
- --------------------------------------------------------------------------------------------------------------
Blaine R. Ornburg 1999 $250,008 $21,000 --- --- ---
President - CCC Consumer 1998 $250,008 --- --- 30,000 ---
Services Inc. 1997 $210,009 $92,750 --- --- ---
- --------------------------------------------------------------------------------------------------------------
Phillip J. Carter (5) 1999 $250,000 $15,000 --- --- ---
President - CCC International 1998 $250,000 50,000
- --------------------------------------------------------------------------------------------------------------
Robert Milburn (6) 1999 $235,008 $16,450 --- 50,000 ---
Executive Vice President -
Product Development Division
- --------------------------------------------------------------------------------------------------------------
Mary Jo Prigge (7) 1999 $235,008 $21,000 --- 10,000 ---
President - CCC, U.S. 1998 $200,000 30,000
- --------------------------------------------------------------------------------------------------------------
Reid E. Simpson (8) 1999 $235,000 $130,000 --- 40,000 ---
Executive Vice President and
Chief Financial Officer
- --------------------------------------------------------------------------------------------------------------
Richard Radi (9) 1999 $250,000 --- --- --- $375,000
Executive Vice President -- 1998 $250,000 --- --- 30,000 ---
Insurance 1997 $250,000 --- --- 50,000 ---
- --------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
(1) Represents the number of shares of Common Stock issuable upon exercise
of options granted pursuant to the 1997 Employee Stock Option Plan.
(2) Mr. Phillips resigned as Chief Executive Officer in July 1999. Up to
the date of his resignation, Mr. Phillips was paid a salary in
accordance with his then existing employment contract that provided
for $525,000 per year. From the date of his resignation, Mr. Phillips
was paid in accordance with a new employment agreement that provides
for an annual salary of $100,000 plus an amount up to $200,000 in
compensation for consulting projects given him by the Board.
(3) Mr. Ramamurthy assumed the position of Chief Executive Officer in July
1999.
(4) Mr. Buckner's employment with the Company terminated in April 1999. In
addition to his salary for 1999, Mr. Buckner received a severance
award of $384,000 to be paid out over the twelve months beginning
April 15, 1999. Additionally, as part of his severance, Mr. Buckner
received an acceleration in the vesting of his options.
(5) Mr. Carter began his employment with the Company in July 1998.
(6) Mr. Milburn began his employment with the Company in February 1999.
(7) Ms. Prigge began her employment with the Company in September 1998 as
Executive Vice President of the Insurance and Claims Settlement
Division and was recently promoted to President of CCC, U.S.
(8) Mr. Simpson began his employment with the Company in September 1999.
His bonus reflects a one-time signing bonus.
(9) Mr. Radi's employment with the Company terminated on November 30,
1999. In addition to his salary for 1999, Mr. Radi received a lump
sum severance award of $375,000 payable in 1999. Additionally, as
part of his severance, Mr. Radi received an extended vesting of his
options.
1999 STOCK OPTION GRANTS TO EXECUTIVES: The following table shows
information with respect to grants of options to the Chief Executive Officer and
the other Named Executive Officers in 1999. As required by the Securities and
Exchange Commission ("SEC"), the calculation of potential realizable values
shown for such awards is based on assumed annualized rates of stock price
appreciation of 5% and 10% over the full term of the options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Potential realizable
value at assumed annual
rates of stock price
appreciation for
Individual Grants option term (4)
- -----------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total Exercise
Underlying Options Granted Price
Options to Employees in ($/Share) Expiration
Name Granted (#)(1) Fiscal Year (2) (3) Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
J. Laurence Costin, Jr. --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
John Buckner --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
Blaine R. Ornburg --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
Githesh Ramamurthy 40,000 4.5883% $9.50 9/1/2009 $238,979.96 $605,622.13
- -----------------------------------------------------------------------------------------------------------------------
Phillip J. Carter --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
Robert Milburn 40,000 4.5883% $14.75 1/28/2009 $371,047.83 $940,308.05
10,000 1.1471% $9.50 9/1/2009 $59,744.99 $151,405.53
- -----------------------------------------------------------------------------------------------------------------------
Mary Jo Prigge 10,000 1.1471% $9.50 9/1/2009 $59,744.99 $151,405.53
- -----------------------------------------------------------------------------------------------------------------------
Reid E. Simpson 40,000 4.5883% $9.50 9/1/2009 $238,979.96 $605,622.13
- -----------------------------------------------------------------------------------------------------------------------
Richard Radi --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options granted in 1999 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.
7
<PAGE>
(2) The Company granted options representing 871,775 shares to employees
in 1999.
(3) Option exercise price is determined as the close price on the date of
grant.
(4) The potential realizable value is calculated based on a ten year term
of the option at its time of grant 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 or projection of the future Common Stock price.
AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES AT DECEMBER 31,
1999: This table sets forth information regarding exercise of options during
1999 by the Chief Executive Officer and the other Named Executive Officers. 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, 1999" is based on the
market price on that date.
AGGREGATED OPTION EXERCISES IN 1999 AND DECEMBER 31, 1999 OPTION VALUES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised,
Underlying Unexercised In-The-Money Options at
Options at 12/31/99 (#) 12/31/99 ($) (1)
- ---------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips --- --- 46,250 68,750 $56,250 $168,750
- ---------------------------------------------------------------------------------------------------------------
J. Laurence Costin, Jr. --- --- 7,500 22,500 $37,500 $112,500
- ---------------------------------------------------------------------------------------------------------------
Githesh Ramamurthy 73,600 $598,000 167,250 97,750 $1,389,750 $615,950
- ---------------------------------------------------------------------------------------------------------------
John Buckner --- --- --- --- --- ---
- ---------------------------------------------------------------------------------------------------------------
Blaine R. Ornburg --- --- 57,500 32,500 $333,750 $171,750
- ---------------------------------------------------------------------------------------------------------------
Phillip J. Carter --- --- 12,500 37,500 $6,250 $18,750
- ---------------------------------------------------------------------------------------------------------------
Robert Milburn --- --- --- 50,000 --- $171,250
- ---------------------------------------------------------------------------------------------------------------
Mary Jo Prigge --- --- 7,500 32,500 $34,687 $180,312
- ---------------------------------------------------------------------------------------------------------------
Richard Radi --- --- --- 7,500 --- $37,500
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Value of unexercised, in-the-money options based on a fair market
value of Company Common Stock of $17.125 per share as of close of
business December 31, 1999.
EMPLOYMENT AGREEMENTS: The Company entered into employment agreements
with each of Mr. Phillips, Mr. Buckner, Mr. Radi, Mr. Ciarrocchi, Mr.
Ramamurthy, Mr. Ornburg, Mr. Carter, Mr. Simpson and Mr. Costin. Each of the
agreements provides 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 began 1999
with an employment agreement providing for an annual salary of $525,000 plus
bonus. In July 1999 Mr. Phillips resigned as Chief Executive Officer and entered
into a new employment agreement providing for an annual salary of $100,000 and
up to an additional $200,000 in consulting fees that can be earned upon taking
on special projects assigned to him by the Board. This agreement may be
terminated by the Company upon the occurrence of any of various events described
in the agreement. Mr. Buckner's employment with the Company terminated on April
15, 1999. Prior to his termination, Mr. Buckner's employment agreement provided
for an annual salary of $250,000 plus bonus. Mr. Radi's employment with the
Company terminated on November 30, 1999. Prior to his termination, Mr. Radi's
employment agreement provided for an annual salary of $250,000 plus bonus. Mr.
Ciarrocchi's employment with the Company terminated on November 30, 1999. Prior
to his termination, Mr. Ciarrocchi's employment agreement provided for an annual
salary of $200,000 plus bonus. Mr. Ramamurthy's employment agreement originally
provided for
8
<PAGE>
an annual salary of $275,000 plus bonus, and terminates June 30, 2001. Mr.
Ramamurthy has been promoted periodically since the date of his original
contract and has received various merit raises. In connection with Mr.
Ramamurthy's promotion to President and Chief Executive Officer in July 1999,
Mr. Ramamurthy now earns an annual salary of $425,000 plus bonus. Mr. Ornburg's
employment agreement provides for an annual salary of $200,000 plus bonus, and
terminates June 30, 2001. Mr. Ornburg's 1999 salary was increased as a result of
merit raises. Mr. Carter's employment agreement provides for an annual salary of
$250,000 plus bonus and terminates June 30, 2003. Mr. Simpson's employment
agreement provides for an annual salary of $235,000 plus bonus and terminates
September 12, 2003. Mr. Costin has an employment agreement which originally
provided for an annual salary of $230,000 plus bonus, and is renewable from year
to year. Mr. Costin has received merit increases in his salary since the date of
his original employment agreement. Messrs. Buckner's, Ramamurthy's, Carter's,
and Ornburg's employment agreements each contain a non-compete and a change of
control provision. Mr. Phillip's employment agreement contains a non-compete
provision.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION: The
members of the Compensation Committee in 1999 were Morgan W. Davis, Michael R.
Eisenson, Thomas L. Kempner and Herbert S. Winokur, Jr. (who also served as its
chairman). No member of the Compensation Committee was in 1999 or in any
previous year an officer or employee of the Company or any of its subsidiaries.
In 1999, Mr. Davis was granted 12,000 shares of Company stock valued at $12.75
per share on the date of issue as compensation for serving on the Board of
Directors. No executive officer of the Company served as a director or member of
the compensation committee of (i) another entity in which one of the executive
officers of such entity served on the Company's Compensation Committee, (ii) the
board of directors of another entity in which one of the executive officers of
such entity served on the Company's Compensation Committee, or (iii) the
compensation committee of any other entity in which one of the executive
officers of such entity served as a member of the Company's Board of Directors,
during the year ended December 31, 1999.
ITEM 12
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 April 20, 2000:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF
TITLE AND CLASS OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock White River Ventures, Inc.(2) 7,247,564 31.4%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Capricorn Investors II, L.P.(3) 1,337,000 5.8%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Michael R. Eisenson (5) 7,247,564 31.4%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Thomas L. Kempner (6) 1,221,035 5.3%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Dudley C. Mecum (7) 1,337,000 5.8%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Mark A. Rosen (5) 7,247,564 31.4%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Herbert S. Winokur, Jr. (7) 1,337,000 5.8%
- -------------------------------------------------------------------------------------------------------------------
Common Stock Dr. Purnendu Chatterjee (4) 1,332,350 5.8%
- -------------------------------------------------------------------------------------------------------------------
</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) The address of White River Ventures, Inc., is c/o Charlesbank
Capital Partners, 600 Atlantic Avenue, Boston, MA 02210.
(3) Capricorn Investors II, L.P. is located at 30 East Elm Street,
Greenwich, Connecticut 06830.
(4) Dr. Purnendu Chatterjee is the beneficial owner of 1,332,350 shares
(the "Chatterjee shares") of Common Stock. Of the Chatterjee shares,
666,250 are held by Winston Partners, L.P. ("Winston LP."), the
general partner of which is Chatterjee Fund Management L.P. ("CFM").
Dr. Chatterjee is the general partner of Chatterjee Fund Management
L.P. Of the remaining 667,100 Chatterjee shares, 333,550 are held by
Winston Partners II, LDC ("Winston LDC"), and 333,550 are held by
Winston Partners II, LLC ("Winston LLC"). Chatterjee Advisors LLC
("Chatterjee Advisors) is the manager of both Winston LDC and Winston
LLC, and Dr. Chatterjee is the manager of Chatterjee Advisors. Dr.
Chatterjee, Winston, L.P., CFM, Winston LLC and Chatterjee Advisors
are each located at 888 Seventh Avenue, 30th Floor, New York, NY
10106. Winston LDC is located at Keya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles.
9
<PAGE>
(5) Mr. Eisenson and Mr. Rosen share voting and investment power over
these shares with the other Managing Directors of Charlesbank Capital
Partners, LLC. Charlesbank is the investment advisor to White River
Ventures, Inc., the registered owner of the shares. Mr. Eisenson and
Mr. Rosen have disclaimed beneficial interest in these shares.
(6) Includes 397,559 shares of Common Stock held solely by Mr. Kempner;
396,147 shares of Common Stock held by Mr. Kempner and William A.
Perlmuth in trust for the benefit of Mr. Kempner; 295,480 shares of
Common Stock held by Mr. Kempner and Mr. Perlmuth in trust for the
benefit of Alan H. Kempner Jr.; 54,489 shares of Common Stock owned
solely by Mr. Kempner's wife, Nan Kempner; and 77,360 shares of Common
Stock issuable upon exercise of outstanding options which are
exercisable within 60 days of April 20, 2000. Mr. Kempner shares both
voting and investment power with Mr. Perlmuth over those shares which
they hold in trust, and Mr. Kempner disclaims ownership of the shares
held by his wife and the shares held in trust of which Alan H. Kempner
Jr. is the beneficiary. Mr. Kempner disclaims beneficial ownership of
10,000 shares.
(7) Includes 1,337,000 shares of Common Stock held by Capricorn Investors
II, L.P. Mr. Mecum is General Partner with Capricorn Holdings, LLC,
and Mr. Winokur is Managing General Partner of Capricorn Investors II,
L.P.
The following table sets forth information regarding ownership of the Company's
Common Stock as of April 20, 2000, by Directors, by each of the Named Executive
Officers (as defined in "Compensation of Executive Officers") and by all
Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF
TITLE AND CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Morgan W. Davis 12,000 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Michael R. Eisenson (12) 7,247,564 31.4%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Thomas L. Kempner (5) 1,221,035 5.3%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Dudley C. Mecum (6) 1,337,000 5.8%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock David M. Phillips (2) 332,300 1.4%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Mark A. Rosen (13) 7,247,564 31.4%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Michael R. Stanfield 0 0
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Herbert S. Winokur, Jr. (7) 1,337,000 5.8%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Githesh Ramamurthy (3) 444,450 1.9%
- ----------------------------------------------------------------------------------------------------------------------
Common Stock J. Laurence Costin, Jr. (8) 182,858 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock John Buckner (15) 30,000 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Blaine R. Ornburg (4) 110,250 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Phillip J. Carter (9) 12,500 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Robert Milburn (11) 10,200 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Mary Jo Prigge (10) 7,500 *
- ----------------------------------------------------------------------------------------------------------------------
Common Stock Reid E. Simpson 0 0
- ----------------------------------------------------------------------------------------------------------------------
Common Stock All directors and executive 10,929,907 47.3%
officers as a group (17 persons)(14)
- ----------------------------------------------------------------------------------------------------------------------
</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 126,000 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 63,750 shares of Common
Stock issuable upon exercise of outstanding options which are
exercisable within sixty (60) days of April 20, 2000. Also includes
11,750 shares held by the Jennifer Foundation, a trust of which Mr.
Phillips is Trustee, and 1,000 shares held by another trust of
which Mr. Phillips is the beneficiary.
(3) Includes 167,250 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
(4) Includes 57,500 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
(5) Includes 397,559 shares of Common Stock held solely by Mr. Kempner;
396,147 shares of Common Stock held by Mr. Kempner and William A.
Perlmuth in trust for the benefit of Mr. Kempner; 295,480 shares of
Common Stock held by Mr. Kempner and Mr. Perlmuth in trust for the
benefit of Alan H. Kempner Jr.; 54,489 shares of Common Stock owned
solely by Mr. Kempner's wife, Nan Kempner; and 77,360 shares of Common
Stock issuable upon exercise of outstanding options which are
exercisable within 60 days of April 20, 2000. Mr. Kempner shares both
voting and investment power with Mr. Perlmuth over those shares which
they hold in trust, and Mr. Kempner disclaims ownership of the shares
held by his wife and the shares held in trust of which Alan H. Kempner
Jr. is the beneficiary. Mr. Kempner disclaims beneficial ownership of
10,000 shares.
(6) Includes 1,337,000 shares of Common Stock held by Capricorn Investors
II, L.P. Mr. Mecum is General Partner with Capricorn Holdings, LLC.
(7) 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.
(8) Includes 7,500 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
(9) Includes 12,500 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
(10) Includes 7,500 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
10
<PAGE>
(11) Includes 10,000 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of April 20,
2000.
(12) Mr. Eisenson shares voting and investment power over these shares with
the other Managing Directors of Charlesbank Capital Partners, LLC.
Charlesbank is the investment advisor to White River Ventures, Inc.,
the registered owner of the shares. Mr. Eisenson has disclaimed
beneficial interest in these shares.
(13) Mr. Rosen shares voting and investment power over these shares with
the other Managing Directors of Charlesbank Capital Partners, LLC.
Charlesbank is the investment advisor to White River Ventures,
Inc., the registered owner of the shares. Mr. Rosen has disclaimed
beneficial interest in these shares.
(14) The aggregate number of shares listed as owned by the directors and
executive officers as a group was calculated by adding the number of
shares owned by each individual included in the chart, but not
including more than once those shares whose ownership is shared by
multiple persons.
(15) Includes 25,000 shares of Common Stock acquirable upon exercise of a
call option contract.
ITEM 13
TRANSACTIONS WITH MANAGEMENT AND OTHERS: In June, 1999, the Company
repurchased 500,000 shares from the David and Ruth Ann Phillips Charitable Trust
at a price of $15 per share. Additionally, in 1999 the Compensation Committee
deemed it to be in the best interest of the Company to issue 12,000 shares to
Morgan W. Davis valued at $12.75 per share on the date of issue as additional
compensation for serving on the Company's Board of Directors.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CCC INFORMATION SERVICES GROUP INC.
By: /s/ Githesh Ramamurthy
-----------------------------
Githesh Ramamurthy
Chief Executive Officer
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant, and
in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C> <C>
By: /s/ Githesh Ramamurthy By: /s/ Thomas L. Kempner
----------------------------- -----------------------------
Name: Githesh Ramamurthy Name: Thomas L. Kempner
Title: President and Chief Executive Officer Title: Director
April 28, 2000 April 28, 2000
By: /s/ Reid E. Simpson By: /s/ Dudley C. Mecum
----------------------------- -----------------------------
Name: Reid E. Simpson Name: Dudley C. Mecum
Title: Executive Vice President and Chief Financial Title: Director
Officer April 28, 2000
April 28, 2000
By: /s/ Michael P. Devereux By: /s/ Mark A. Rosen
----------------------------- -----------------------------
Name: Michael P. Devereux Name: Mark A. Rosen
Title: Senior Vice President of Finance and Chief Title: Director
Accounting Officer April 28, 2000
April 28, 2000
By: /s/ David M. Phillips By: /s/ Michael R. Stanfield
----------------------------- -----------------------------
Name: David M. Phillips Name: Michael R. Stanfield
Title: Chairman Title: Director
April 28, 2000 April 28, 2000
By: /s/ Morgan W. Davis By: /s/ Herbert S. Winokur
----------------------------- -----------------------------
Name: Morgan W. Davis Name: Herbert S. Winokur
Title: Director Title: Director
April 28, 2000 April 28, 2000
By: /s/ Michael R. Eisenson
-----------------------------
Name: Michael R. Eisenson
Title: Director
April 28, 2000
</TABLE>
12
