UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INSURANCE AUTO AUCTIONS, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
457875-10-2
-------------------------
(CUSIP Number)
Peter H. Kamin
Peak Investment Limited Partnership
One Financial Center, Suite 1600
Boston, MA 02111
(617) 526-8979
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(Name, Address and Telephone Number of Person Authorized to Receive Notices an
Communications)
June 23, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [x]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 457875-10-2 Page 2 of 12 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peak Investment Limited Partnership
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power 531,700
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power -0-
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 531,700
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 531,700
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 4.71%
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14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 457875-10-2 Page 3 of 12 Pages
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Peak Management, Inc.
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power -0-
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power 531,700
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power -0-
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power 531,700
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 531,700*
* As General Partner of Peak Investment Limited Partnership
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 4.71%
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14 Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 457875-10-2 Page 4 of 12 Pages
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Peter H. Kamin
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF, AF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power 92,900
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power 706,100
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 92,900
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power 706,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 799,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 7.08%
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14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 457875-10-2 Page 5 of 12
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $0.001 ("Common Stock")
Issuer: Insurance Auto Auctions, Inc.
Principal Executive Offices: 850 East Algonquin Road
Suite 100
Schaumburg, IL 60173
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons" pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Peak Investment Limited Partnership, a Massachusetts limited
partnership ("Peak L.P.");
(ii) Peak Management, Inc., a Massachusetts corporation, which is
the sole General Partner of Peak L.P.;
(iii) Peter H. Kamin, an individual who is a director, officer,
stockholder and the controlling person of Peak Management,
Inc.
(b), (c) and (f) Each of the Reporting Persons has a business address
of One Financial Center, Suite 1600, Boston, Massachusetts 02111.
Peak L.P. is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
Peak Management, Inc. is a privately owned Delaware corporation, the
principal business of which is to act as General Partner of Peak L.P.
Peter H. Kamin is a United States citizen residing in the Commonwealth
of Massachusetts, whose principal occupation is acting as officer of Peak
Management, Inc. and, individually, acting as investment advisor to certain
institutional private investors regarding investment and trading in securities
and other financial instruments. A portion of the Common Stock reported herein
as beneficially owned by Peter H. Kamin is held in managed brokerage accounts
over which Mr. Kamin has discretionary trading authority (the "Managed
Accounts"). Another portion of such Common Stock is held in trust for the
benefit of Mr. Kamin's children (the "children's trust"). Mr. Kamin is the sole
trustee of the children's trust and exercises sole voting and dispositive power
over the Common Stock which contitutes trust property.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Peak L.P. used working capital to directly purchase the Common Stock
owned by it. The approximate aggregate amount of funds used by Peak L.P. to
purchase such securities was $4,547,624 (including broker commissions and
clearing fees).
CUSIP NO. 457875-10-2 Page 6 of 12
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The sources of funds used by Peter H. Kamin to directly purchase Common
Stock on behalf of the Managed Accounts was equity capital in the Managed
Accounts. The approximate aggregate amount of funds used by Peter H. Kamin to
purchase such securities for the Managed Accounts was $1,465,074 (including
broker commissions and clearing fees).
The source of funds used by Peter H. Kamin to purchase Common Stock for
his own account and for the children's trust was personal funds, which funds
were in the approximate amount of $746,121 (including broker commissions and
clearing fees).
ITEM 4. PURPOSE OF THE TRANSACTION
Peak L.P. and each of the other Reporting Persons has acquired the
securities reported on herein for investment. As of the date hereof, none of the
Reporting Persons has any plans or proposals which would result in any of the
following:
(1) acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer except
for open market or privately negotiated purchases or sales of
the Issuer's securities at times and prices determined by the
investment objectives of each of the Reporting Persons.
(2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
(3) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(4) any change in the present board of directors or managers of
the Issuer;
(5) any material change in the present capitalization or dividend
policy of the Issuer;
(6) any other material change in the Issuer's business or
corporate structure;
(7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted
from a national securities exchange;
(9) causing a class of securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
(i) Peak L.P. is the beneficial owner of 531,700 shares of Common
Stock, all of which have been acquired directly in open market
transactions. The total number of shares of Common Stock
beneficially owned by Peak L.P. represents 4.71% of the shares
of Common Stock outstanding.
CUSIP NO. 457875-10-2 Page 7 of 12
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(ii) Peak Management, Inc. is the beneficial owner of shares of
Common Stock of the Issuer solely as General Partner of Peak
L.P.. Peak Management, Inc. has purchased no shares of Common
Stock of the Issuer solely for its own account. By reason of
its interest as General Partner of Peak L.P., Peak Management,
Inc. may be deemed to have shared voting and dispositive power
over the 531,700 shares (4.71%) of Common Stock of the Issuer
beneficially owned by such partnership.
(iii) Peter H. Kamin is the beneficial owner of 92,900 shares of
Common Stock, including 15,900 shares of Common Stock over
which Mr. Kamin exercises sole voting and dispositive power
for the benefit of his children. All of the 92,900 shares of
Common Stock beneficially owned by Mr. Kamin were acquired
directly in open market transactions. In addition, Mr. Kamin
has voting and/or dispositive power with respect to all shares
of Common Stock of the Issuer in the Managed Accounts pursuant
to the terms of certain investment advisory agreements between
himself and each of the Managed Accounts. Thus, by virtue of
his discretionary trading authority over assets held in the
Managed Accounts, Peter H. Kamin may be deemed the beneficial
owner of the 174,400 shares of Common Stock of the Issuer held
by the Managed Accounts, all of which were acquired directly
in open market transactions.
In addition to the above, by reason of his position as the
sole director, officer and stockholder of Peak Management,
Inc., which is the sole General Partner of Peak Investments
Limited Partnership, Peter H. Kamin may be deemed to have
indirect shared voting and dispositive power over the 531,700
shares of Common Stock of the Issuer beneficially owned by
such partnership. Accordingly, Peter H. Kamin may be deemed
the beneficial owner of an aggregate 799,000 shares
representing 7.08% of the Common Stock of the Issuer
outstanding.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
11,291,617 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
(b) Peak L.P. has the sole power to vote or to dispose of or to direct
the voting or to direct the disposition of the Common Stock of the Issuer
beneficially owned by it. Such voting and dispositive power may be exercised on
behalf of Peak L.P. by its General Partner, Peak Management, Inc., of which
Peter H. Kamin is the sole officer, director and stockholder. Accordingly, Peter
H. Kamin may be deemed to have shared voting and dispositive power over the
531,700 shares of the Common Stock of the Issuer beneficially owned by the
Partnership.
Peter H. Kamin has the sole power to vote or to dispose of the 77,000
shares of Common Stock beneficially owned by him for his own account, and the
15,900 shares of Common Stock beneficially owned by him in trust for his
children. In addition, pursuant to written agreements governing the Managed
Accounts, Mr. Kamin has sole voting and dispositive power with respect to the
174,400 shares of the Common Stock beneficially owned by the Managed Accounts.
(c) The following are all transactions in the class of securities
reported on herein effected by the Reporting Persons in the past sixty (60) days
(all such transactions were open market purchases):
CUSIP NO. 457875-10-2 PAGE 8 OF 12
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<TABLE>
<CAPTION>
TRANSACTION REPORTING NO. OF PRICE
DATE PERSON SHARES PER SHARE TOTAL
- ---- --------- ------ --------- -----
<S> <C> <C> <C> <C>
5/26/97 Peak L.P. 20,800 $7.92 $164,736.00
5/30/97 Peak L.P. 14,200 $7.86 $111,612.00
6/20/97 Peak L.P. 215,900 $8.094 $1,747,494.60
6/20/97 P. Kamin (for Managed Accounts) 60,000 $8.094 $485,640.00
6/23/97 Peak L.P. 93,800 $8.13 $762,594.00
6/23/97 P. Kamin (for Managed Accounts) 9,400 $8.13 $76,422.00
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth hereinabove, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons with respect to
the securities of the Issuer reported upon by this report.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
CUSIP NO. 457875-10-2 Page 9 of 12
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK INVESTMENT LIMITED PARTNERSHIP
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
-------------------------------
Peter H. Kamin, President
Dated as of: July 2, 1997
CUSIP NO. 457875-10-2 Page 10 of 12
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
---------------------------
Peter H. Kamin, President
Dated as of: July 2, 1997
CUSIP NO. 457875-10-2 Page 11 of 12
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Peter H. Kamin
------------------------
Peter H. Kamin, Individually
Dated as of: July 2, 1997
CUSIP NO. 457875-10-2 Page 12 of 12
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EXHIBIT A
AGREEMENT OF JOINT FILING
INSURANCE AUTO AUCTIONS, INC.
COMMON STOCK, PAR VALUE $0.001
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 2nd day of July, 1997.
PEAK INVESTMENT LIMITED PARTNERSHIP
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
-----------------------------
Peter H. Kamin, President
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
-----------------------------
Peter H. Kamin, President
/s/ Peter H. Kamin
-----------------------------------
Peter H. Kamin, Individually
