SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
CCC INFORMATION SERVICES GROUP INC.
__________________________________
(Name of Issuer)
Common Stock, $0.10 Par Value
_______________________________
(Title of Class of Securities)
12487Q109
_______________
(CUSIP Number)
February 7, 2000
______________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: Page 16
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 2 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 665,250
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 665,250
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
665,250
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
3.04%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 3 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 665,250
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 665,250
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
665,250
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.04%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 4 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 333,550
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 333,550
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
333,550
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.52%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 5 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 333,550
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 333,550
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
333,550
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.52%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 6 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 667,100
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 667,100
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
667,100
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
3.05%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 7 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 667,100
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 667,100
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
667,100
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (11)
3.05%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 12487Q109 Page 8 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,332,350
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,332,350
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,350
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.08%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 19 Pages
Item 1(a) Name of Issuer:
CCC Information Services Group Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
444 Merchandise Mart, Chicago, Illinois 60654.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
ii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
iii) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
iv) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
v) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
vi) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
vii) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the accounts of Winston L.P., Winston LDC and Winston LLC.
CFM is the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM.
Chatterjee Advisors serves as the manager of each of Winston
LDC and Winston LLC and is responsible for supervising the operations of Winston
LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC
and Winston LLC. Chatterjee Advisors is managed and controlled by Dr.
Chatterjee.
Chatterjee Management serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC. Chatterjee Management is managed and controlled by Dr. Chatterjee.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
<PAGE>
Page 10 of 19 Pages
Winston LLC, may each be deemed to be the beneficial owner of the Shares held
for the account of each of Winston LDC and Winston LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of
Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and
Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
(i) Winston L.P. is a Delaware limited partnership;
(ii) CFM is a Delaware limited partnership;
(iii) Winston LDC is a Cayman Islands exempted limited
duration company;
(iv) Winston LLC is a Delaware limited liability company;
(v) Chatterjee Advisors is a Delaware limited liability
company;
(vi) Chatterjee Management is a Delaware corporation; and
(v) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.10 par value (the "Shares").
Item 2(e) CUSIP Number:
12487Q109
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 22, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Winston L.P. and CFM may be deemed to be the
beneficial owner of the 665,250 Shares held for the account of Winston L.P.
(ii) Winston LDC may be deemed the beneficial owner of the
333,550 Shares held for its account.
<PAGE>
Page 11 of 19 Pages
(iii) Winston LLC may be deemed the beneficial owner of the
333,550 Shares held for its account.
(iv) Each of Chatterjee Management and Chatterjee Advisors
may be deemed the beneficial owner of 667,100 Shares. This number consists of
(A) 333,550 Shares held for the account of Winston LDC and (B) 333,550 Shares
held for the account of Winston LLC.
(v) Dr. Chatterjee may be deemed to be the beneficial
owner of 1,332,350 Shares. This number consists of (A) 333,550 Shares held for
the account of Winston LDC, (B) 333,550 Shares held for the account of Winston
LLC and (C)665,250 Shares held for the account of Winston L.P.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of Winston L.P.
and CFM may be deemed to be the beneficial owner constitutes approximately 3.04%
of the total number of Shares outstanding.
(ii) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes approximately 1.52% of the total
number of Shares outstanding.
(iii) The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes approximately 1.52% of the total
number of Shares outstanding.
(iv) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to be the beneficial owner
constitutes approximately 3.05% of the total number of Shares outstanding.
(v) The number of Shares of which Dr. Chatterjee may be
deemed to be the beneficial owner constitutes approximately 6.08% of the total
number of Shares outstanding.
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 665,250
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 665,250
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 665,250
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 665,250
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 12 of 19 Pages
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 333,550
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 333,550
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 333,550
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 333,550
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 667,100
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 667,100
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 667,100
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 667,100
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 1,332,350
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,332,350
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 13 of 19 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, and proceeds from the sale of, the
Shares held for the account of Winston L.P. in accordance with their partnership
interests in Winston L.P.
(ii) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(iii) The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LLC in accordance with their ownership interests in
Winston LLC.
(iv) Dr. Chatterjee has the sole right to participate in
the receipt of dividends from, and proceeds from the sale of, the Shares held
for his personal account.
Each of Winston L.P. and CFM expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Winston LDC and
Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Winston LLC and Winston L.P. Winston LLC
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of Winston L.P. and Winston LDC. Each of Chatterjee Advisors and
Chatterjee Management expressly disclaims beneficial ownership of any Shares
held directly for the account of Winston L.P.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 14 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 22, 2000 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
--------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 22, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 22, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 22, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Manager
<PAGE>
Page 15 of 19 Pages
Date: February 22, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Manager
Date: February 22, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Vice President
Date: February 22, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 16 of 19 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated February 22, 2000 by and
among Winston Partners, L.P., Chatterjee Fund
Management, L.P., Winston Partners II LDC, Winston
Partners II LLC, Chatterjee Advisors LLC, Chatterjee
Management Company and Dr. Purnendu Chatterjee.......... 17
B. Power of Attorney dated May 31, 1995 granted by Purnendu
Chatterjee in favor of Peter Hurwitz.................... 19
Page 17 of 19 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of CCC Information Services Group Inc.
dated as of February 22, 2000 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: February 22, 2000 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
--------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 22, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 22, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 18 of 19 Pages
Date: February 22, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------
Peter Hurwitz
Manager
Date: February 22, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Manager
Date: February 22, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Vice President
Date: February 22, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-------------------------------------
Peter Hurwitz
Attorney-in-Fact
Page 19 of 19 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney-in-fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities Exchange Act of 1934 (the
"Act") and the rules and regulations promulgated thereunder, including: (1) all
documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of May,
1995.
/s/ Purnendu Chatterjee
----------------------------------
PURNENDU CHATTERJEE
