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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ____________)
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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NAME OF REPORTING PERSON
1
White River Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delware
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SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
8,584,564 (See Items 4 and 8)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 8,584,564 (See Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
8,584,564 (See Item 4)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
34.9%
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TYPE OF REPORTING PERSON*
12
HC and CO
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Page 2 of 8 pages
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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 34.9% 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 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
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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 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
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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 12,930,008 shares of Common Stock,
representing 51.9% 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 6, 1998
White River Corporation
/s/ Michael E.B. Spicer
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Michael E.B. Spicer
Chief Financial Officer, Treasurer,
and Corporate Secretary
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Exhibit Index
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Items Description Sequential Page No.
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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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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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