UNITED STATES
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. 1 )
CCC Information Services Group Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12487Q109
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(CUSIP Number)
June 30, 1998
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(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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
Page 1 of 6 Pages
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- ---------------------------------- ---------------------------
|CUSIP NO. 12487Q109 | 13G | Page 2 of 6 Pages |
| ----------- | | --- --- |
- ---------------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | White River Corporation |
|--------|---------------------------------------------------------------------|
| 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 |
| | | 8,584,564 shares (see Items 4, 6 and 8) |
| NUMBER OF |--------|---------------------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | ---- |
| OWNED BY |--------|---------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 8,584,564 shares (see Items 4, 6 and 8) |
| PERSON |--------|---------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | ---- |
|------------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 8,584,564 shares |
|--------|---------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [X] |
| | SHARES* |
| | |
|--------|---------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 34.7% |
|--------|---------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
CCC Information Services Group Inc.
1(b) Address of Issuer's Principal Executive Offices:
World Trade Center Chicago
444 Merchandise Mart
Chicago, IL 60654-1005
Item 2(a) Name of Person Filing:
White River Corporation ("White River Corp."), which through
its wholly owned subsidiary, White River Ventures, Inc. ("White
River Ventures"), owns the securities to which this Schedule
13G relates.
2(b) Address of Principal Business Office or, if none, Residence:
c/o Charlesbank Capital Partners, LLC
600 Atlantic Avenue, 26th Floor
Boston, MA 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
12487Q109
Item 3 Not applicable; this statement is filed pursuant to Rule 13d-1(d).
Item 4 Ownership:
The aggregate number of shares of Common Stock that White River
Corp. owns beneficially, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, is 8,584,564,
which constitutes approximately 34.7% of the outstanding shares
of Common Stock. White River Corp. and its affiliates also
beneficially own or control an aggregate of 630 Shares of the
Series C Preferred Stock, 3,601 shares of the Series D
Preferred Stock and 500 shares of the Series E Cumulative
Redeemable Preferred Stock (the "Series E Preferred Stock").
The Series E Preferred Stock carries certain voting rights
according to a formula, the effect of which is to cause White
River Corp. 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. To the extent White River Corp. and its affiliates also
own 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 Corp.'s and its
affiliates' shares of Common Stock, will provide White River
Corp. and its affiliates with a maximum of 51% of the votes.
Page 3 of 6 Pages
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White River Corp. and its affiliates have the sole power to
vote or direct the vote and sole power to dispose or direct the
disposition of the securities to which this Schedule 13G
relates, subject to the terms of the Amended and Restated
Stockholders Agreement described more fully in Item 8 and the
Existing Assets Management Agreement described more fully in
Item 6.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of December 11, 1997, as amended, among
Demeter Holdings Corporation, a Massachusetts corporation
("Demeter"), WRC Merger Corp., a Delaware corporation and a
wholly owned subsidiary of Demeter ("MergerCo."), WRV Merger
Corp., a Delaware corporation and a wholly owned subsidiary of
MergerCo. ("Merger Sub"), White River Corp. and White River
Ventures, on June 30, 1998, MergerCo merged with and into White
River Corp. and MergerSub merged with and into White River
Ventures. As a result, White River Corp. is a wholly owned
subsidiary of Demeter and White River Ventures is a wholly
owned subsidiary of White River Corp. Demeter is solely
controlled by The President and Fellows of Harvard College
("Harvard"), a Massachusetts educational corporation and
title-holding company for the endowment fund of Harvard
University. Demeter has the power to direct the receipt of
dividends from, or the proceeds from the sale of, the
securities beneficially owned by White River Ventures.
Pursuant to the Existing Assets Management Agreement, dated as
of July 1, 1998, between Charlesbank Capital Partners, LLC
("Charlesbank"), Harvard and certain individuals, Charlesbank
will act as an investment manager on behalf of Harvard and its
affiliates in connection with certain existing investments of
Harvard and its affiliates, including the investment in the
Issuer disclosed herein.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
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 "Inside
Stockholders"), White River Ventures (together with the Inside
Stockholders, the "Stockholders") and the Issuer entered into
an Amended and Restated Stockholders Agreement dated June 30,
1998 pursuant to which the Inside Stockholders and White River
Ventures have agreed to certain provisions regarding the
corporate governance of the Issuer, including the election of
directors. The Amended and Restated 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 first day on which there are no shares of
Series C or Series D or Series E Preferred Stock outstanding or
(iv) June 16, 1999. Until the Amended and Restated Stockholders
Agreement terminates, the following provisions are in effect,
among others:
The Stockholders agree to vote in favor of any proposed
amendment to the Issuer's Certificate of Incorporation the
purpose of which is to fix at nine the maximum number of
members of the Board of Directors of the Issuer. Until such an
amendment is approved, the Stockholders and the Issuer shall
take all actions necessary to cause the nomination and election
to the
Page 4 of 6 Pages
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board of directors of (i) four individuals designated by White
River Ventures and (ii) three individuals designated by a
majority of shares of Common Stock held by the Inside
Stockholders. After the amendment to the Issuer's Certificate
of Incorporation is approved, the Stockholders and the Issuer
shall take all actions necessary to cause the nomination and
election to the board of directors of (i) five individuals
designated by White River Ventures and (ii) four individuals
designated by a majority of shares of Common Stock held by the
Inside Stockholders. The Inside Stockholders and White River
Ventures 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 Stockholders 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 Inside 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 Inside Stockholders and subject to the
receipt of a fairness opinion, if requested by White River
Ventures, from an investment bank selected by White River
Ventures. Following the voluntary resignation from the board of
directors, death or disability of David M. Phillips, the Inside
Stockholders and White River Ventures 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 Stockholders have also agreed that a majority of the
directors designated by the Inside 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 Ventures 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 Amended and Restated Stockholders Agreement,
the parties thereto may be deemed to constitute a "group"
within the meaning of Rule 13d-5(b)(1) under the Act, and as
such, each member of the group would be deemed to own
beneficially all shares held, in the aggregate, by all group
members. Pursuant to Rule 13d-4, the reporting person disclaims
beneficial ownership of the Common Stock held by all other
parties of the Amended and Restated Stockholders Agreement.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
Not Applicable.
Page 5 of 6 Pages
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
WHITE RIVER CORPORATION
By: /s/ Tami E. Nason
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Name: Tami E. Nason
Title: Authorized Signatory
July 10, 1998
Page 6 of 6 Pages
