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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CCC Information Services Group Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class and Securities)
12487Q109
(CUSIP Number)
Exhibit Index is on Page 7
Page 1 of 8
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CUSIP No.12487Q109 13G
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(1) NAME OF REPORTING PERSONS
White River Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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:(5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY 0
OWNED BY EACH REPORTING PERSON
WITH
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:(6) SHARED VOTING POWER
8,584,564 (See Items 4 and 8)
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:(7) SOLE DISPOSITIVE POWER
8,584,564 (See Item 4)
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:(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,584,564 (See Item 4)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[X]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
36.6 %
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(12) TYPE OF REPORTING PERSON
HC and CO
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Item 1.
(a). Name of Issuer: CCC Information Services Group Inc. ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
World Trade Center Chicago
444 Merchandise Mart
Chicago, IL 60654-1005
Item 2.
(a). Names of Person Filing:
The name of the reporting person is White River Corporation, which
through its wholly owned subsidiary, White River Ventures, Inc. ("White
River"), owns the securities to which this Schedule 13-G relates.
(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the reporting person is
777 Westchester Avenue, Suite 201, White Plains, New York 10604
(c). Citizenship:
The reporting person was organized under the laws of Delaware.
(d). Title of Class of Securities:
This Schedule 13G statement relates to shares of common stock, par
value $.10 per share (the "Common Stock").
(e). Cusip Number:
12487Q109
Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b):
This schedule 13G statement is being filed pursuant to Rule 13d-1(b)
and the reporting perosn is a parent holding company.
Item 4. Ownership:
The aggregate number of shares of Common Stock that White River owns
beneficially, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Act"), is 8,584,564, which constitutes approximately 36.6% of
the outstanding shares of Common Stock. White River and its affiliates also
beneficially own or control an aggregate of 630 shares of the Series C Preferred
Stock and 3,601 shares of the Series D Preferred Stock. White River and the
Issuer have entered into an agreement, incorporated herein by reference as
Exhibit A (the "Preferred Stock
Page 3 of 8
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Agreement"), whereby the Issuer has agreed, upon receipt of notice from White
River that it owns less than 50% of the outstanding shares of Common Stock, to
exchange 500 shares of its outstanding Series D Preferred Stock for 500 shares
of a new Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred
Stock"), which stock carries certain voting rights if held by White River or any
of its affiliates. The Series E Preferred Stock votes according to a formula,
the effect of which is to cause White River and its affiliates, through their
ownership of shares of Series E Preferred Stock, to have 51% of the votes to be
cast on any matter to be voted upon by the holders of Common Stock, provided all
of the shares of such Series E Preferred Stock are issued, outstanding and held
by White River and its affiliates. To the extent White River also owns shares of
Common Stock, such Series E Preferred Stock will only provide an additional
voting percentage that, when added together with the vote from White River's
shares of Common Stock, will provide White River with a maximum of 51% of the
votes. Presently, 500 shares of Series E Preferred Stock have been issued by the
Issuer to White River pursuant to the Preferred Stock Agreement.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the
fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the reporting person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any of the shares owned by the reporting person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
White River Corporation is filing this statement on behalf of itself
and White River Ventures, a wholly owned subsidiary of White River Corporation.
White River is a Corporation.
Item 8. Identification and Classification of Members of the Group.
David M. Phillips, Loeb Investors Co. XV, Loeb Investors Co. XIII and
Loeb Investors Co. 108 (collectively, the "Management Stockholders"), White
River and the Issuer entered into a Stockholders' Agreement dated June 16, 1994
pursuant to which the Management Stockholders and White River have agreed to
certain provisions regarding the corporate governance of the Issuer, including
the election of directors. The Stockholders Agreement terminates upon the first
to occur of (i) the written agreement of the parties, (ii) the liquidation or
dissolution of the Issuer, (iii) the Redemption Date, (as defined below) or (iv)
June 16, 1999. From the date of the closing of the Offering until the first day
on which there are no shares of Series C, or Series D, or Series E Preferred
Stock outstanding (the "Redemption Date") the following provisions are in
effect, among other:
The Management Stockholders and White River shall take all actions
necessary to cause the nomination and election to the board of directors of (i)
a number of persons (which shall not be less than two) designated by White River
which the board of directors determines to be appropriate taking into account
the aggregate voting power and economic interest of White River and its
affiliates in the Issuer and (ii) three persons designated by a majority of
shares of Common Stock held by the Management Stockholders. The number of
directors shall be seven while the Stockholders Agreement is in effect. The
Management Stockholders and White River shall act to cause vacancies on the
board of directors to be filled by successors designated by the stockholder
group that designated the prior incumbent and shall not act to remove a director
without the consent of the stockholder group that designated such director
except after consultation with such stockholder group and after a determination
that the director to be removed has breached his fiduciary duties to the Issuer.
In addition, the Management Stockholders and White River have agreed
that, prior to the voluntary resignation from the board of directors, disability
or death of David M. Phillips, a majority of the directors designated
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by the Management Stockholders, shall be delegated, to the extent permitted by
applicable law,, the authority of the board to determine the timing, price, and
other terms of certain business combinations where the consideration to be
received is cash, cash equivalents or publicly traded securities, subject to the
fiduciary duties of the directors not designated by the Management Stockholder
and subject to the receipt of a fairness opinion from one of a list of specified
investment banks. Following the voluntary resignation from the board of
directors, death or disability of David M. Phillips, the Management Stockholders
and White River have agreed to cause the directors respectively elected by them
to approve certain business combinations recommended by the other party, subject
to receipt of a fairness opinion and subject to the fiduciary duties of such
directors.
The Management Stockholders and White River have also agreed that a
majority of the directors designated by the Management Stockholders shall be
delegated, to the extent permitted by applicable law and subject to the
fiduciary duties of the other directors, the authority of the board of directors
with respect to the timing, price, and other terms of each offering of Common
Stock, provided, however, that the Issuer shall not consummate any such offering
(i) unless the Issuer can demonstrate to the reasonable satisfaction of White
River that after giving effect to such subsequent offering the Issuer would have
funds legally available to redeem shares of the Redeemable Preferred Stock in
accordance with its terms and (ii) without the unanimous approval of the members
of the board of directors in the event that David M. Phillips shall voluntarily
resign from the board of directors, die, or become disabled.
As a result of the Stockholders' Agreement, the parties thereto may be
deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act,
and as such, (i) each member of the group would be deemed to own beneficially
all shares held, in the aggregate, by all group members and (ii) the group would
be deemed to own beneficially an aggregate of 12,969,639 shares of Common Stock,
representing 55.2% of the Common Stock currently outstanding. Neither the fact
of this filing nor anything contained herein shall be deemed to be an admission
that such group exists. Pursuant to Rule 13d-4, the reporting person disclaims
beneficial ownership of the Common Stock held by all other parties of the
Stockholders' Agreement.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
This filing on Schedule 13G is being made pursuant to Rule 13d-1(b).
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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Signature
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After reasonable inquiry and to the best of the knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 12, 1997
White River Corporation
Robert T. Marto
President & CEO
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Exhibit Index
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<CAPTION>
Items Description Sequential Page No.
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<S> <C> <C>
Exhibit A Certificate of Designations of Series E Cumulative Redeemable
Preferred Stock (Filed as Exhibit 4.6 to CCC Information
Services Group Inc. Registration Statement on Form S-1, SEC
File No. 333-07287).
Exhibit B Stockholders' Agreement by and among CCC Information
Services Group Inc., White River and the Inside Stockholders
of CCC Information Services Group Inc. Identified on Exhibit A
thereto (Filed as Exhibit 4.2 to CCC Information Services
Group Inc. Registration Statement on Form S-1, SEC File No.
333-07287).
Exhibit C Members of the Group 8
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Page 7 of 8
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Exhibit C
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The following are the identity and classification of each member of the group:
David M. Phillips
Loeb Investors Co. XV, Loeb Investors Co. XIII and Loeb Investors Co. 108
(collectively the "Loeb Entities") White River Ventures, Inc.
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