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), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(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)
December 31, 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)
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(1)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 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).
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) [ ] |
| | |
|--------|---------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|--------|---------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
|-----------------|--------|---------------------------------------------------|
| | 5 | SOLE VOTING POWER |
| | | 7,247,564 shares |
| NUMBER OF |--------|---------------------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | --- |
| OWNED BY |--------|---------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 7,247,564 shares |
| PERSON |--------|---------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | --- |
|------------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 7,247,564 shares |
|--------|---------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|---------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 30.5% |
|--------|---------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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SCHEDULE 13G
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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
7,247,564, which constitutes approximately 30.5% of the
outstanding shares of Common Stock. White River Corp. and
its affiliates also beneficially own or control 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
Page 3 of 6 Pages
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Common Stock, will provide White River Corp. and its
affiliates with a maximum of 51% of the votes.
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
Page 4 of 6 Pages
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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 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
Page 5 of 6 Pages
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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.
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
February 12, 1999
Page 6 of 6 Pages
