-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LCrkxUs1QfumCRXae98WxOs24KsDroe1yvu5z1tRN8cD8Ms+gVc5wkV1GyHhn4Jr 8aalDQ9URjRM3+m+injLEg== 0000912057-96-018110.txt : 19960819 0000912057-96-018110.hdr.sgml : 19960819 ACCESSION NUMBER: 0000912057-96-018110 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-07287 FILED AS OF DATE: 19960816 EFFECTIVENESS DATE: 19960816 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC INFORMATION SERVICES GROUP INC CENTRAL INDEX KEY: 0001017917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541242469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-10291 FILM NUMBER: 96616684 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER CHICAGO STREET 2: 444 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3122224636 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- CCC INFORMATION SERVICES GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------ DELAWARE 7389 54-1242469 (State or other (Primary Standard (I.R.S. jurisdiction of Industrial Employer incorporation or Classification Code Identification organization) Number) No.)
WORLD TRADE CENTER CHICAGO 444 MERCHANDISE MART CHICAGO, ILLINOIS 60654 (312) 222-4636 (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) ------------------ GERALD P. KENNEY SECRETARY AND GENERAL COUNSEL CCC INFORMATION SERVICES GROUP INC. WORLD TRADE CENTER CHICAGO 444 MERCHANDISE MART CHICAGO, ILLINOIS 60654 (312) 222-4636 (Name, address, including zip code and telephone number, including area code, of agent for service) ------------------ COPIES TO: LELAND E. HUTCHINSON VICTOR A. HEBERT TERRENCE R. BRADY TIMOTHY G. HOXIE WINSTON & STRAWN HELLER EHRMAN 35 WEST WACKER DRIVE WHITE & CHICAGO, ILLINOIS 60601 MCAULIFFE (312) 558-5600 333 BUSH STREET SAN FRANCISCO, CALIFORNIA 94104 (415) 772-6000
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: /X/ 333-07287 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / / ---------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION FEE TO BE REGISTERED BE REGISTERED PER UNIT PRICE (1) (2) Common Stock, $.10 par value per share............................ 6,900,000 $11.50 $79,350,000 $27,362.07 (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o). (2) Previously paid by the Registrant in connection with Registration Statement No. 333-07287 which registered 6,325,000 shares. 575,000 additional shares are being registered hereby in connection with the offering. Total Registration fees of $30,334.83 were paid in connection with Registration Statement No. 333-07287. Therefore, no additional fees are required herewith.
---------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION V OF FORM S-1. IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1, THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-07287) DECLARED EFFECTIVE ON AUGUST 15, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXHIBITS 5 Opinion of Winston & Strawn 23.1 Consent of Price Waterhouse LLC 23.2 Consent of Winston & Strawn (contained in the opinion filed as Exhibit 5) 24 Powers of attorney (filed as Exhibit 24 to Registration Statement No. 333-07287 and incorporated herein by reference).
II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Chicago, State of Illinois on August 16, 1996. CCC INFORMATION SERVICES GROUP INC. By: /s/ DAVID M. PHILLIPS -------------------------------- David M. Phillips CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 16, 1996.
SIGNATURE TITLE - -------------------------------------- ---------------------------------------- /s/ DAVID M. PHILLIPS Chairman, President and Chief Executive - -------------------------------------- Officer David M. Phillips * Executive Vice President -- Chief - -------------------------------------- Financial Officer (Principal Financial Leonard L. Ciarrocchi Officer) * Vice President -- Controller (Principal - -------------------------------------- Accounting Officer) Donald J. Hallagan * - -------------------------------------- Director John J. Byrne * - -------------------------------------- Director Morgan Davis * - -------------------------------------- Director Thomas L. Kempner * - -------------------------------------- Director Gordon S. Macklin * - -------------------------------------- Director Robert T. Marto * - -------------------------------------- Director Michael R. Stanfield *By: /s/ DAVID M. PHILLIPS ------------------------------------ David M. Phillips ATTORNEY-IN-FACT
II-4 LIST OF EXHIBITS
NUMBER DESCRIPTION OF EXHIBITS - ----------- -------------------------------------------------------------------------------------------------------- 5 Opinion of Winston & Strawn 23.1 Consent of Price Waterhouse LLC 23.2 Consent of Winston & Strawn (contained in the opinion filed as Exhibit 5) 24 Powers of attorney (filed as Exhibit 24 to Registration Statement No. 333-07287 and incorporated herein by reference).
EX-5 2 EXHIBIT 5 EXHIBIT 5 August 16, 1996 CCC Information Services Group Inc. World Trade Center Chicago 444 Merchandise Mart Chicago, IL 60654 Re: 6,900,000 Shares of Common Stock, $0.10 par value, of CCC Information Services Group Inc. Dear Sir or Madam: We refer to the Registration Statement on Form S-1 (the "Registration Statement"), filed on August 16, 1996 by CCC Information Services Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 6,900,000 shares of Common Stock, $0.10 par value (the "Shares"), of the Company. The Registration Statement relates to an increase in the number of shares to be offered pursuant to the offering registered in Registration Statement 333-07287. As set forth in the Registration Statement, the Company intends to take the following actions (the "Corporate Actions") immediately prior to the consummation of the offering of the Shares: (i) file amended and restated articles of incorporation in Delaware; (ii) complete a 40 for one stock split in the form of a stock dividend with respect to each of its issued and outstanding shares; (iii) make appropriate adjustments in outstanding options as a result of the stock split; and (iv) cause all required actions of directors and stockholders to accomplish the foregoing to be taken. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validy existing in the State of Delaware. 2. Assuming that all of the Corporate Actions have been completed, the Shares will be legally issued, fully paid, and non-assessable when the Shares shall have been delivered to the purchasers thereof against payment of the agreed consideration therefore. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, WINSTON & STRAWN EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of our report dated January 30, 1996, except for Note 17 which is as of August 13, 1996 relating to the consolidated financial statements of CCC Information Services Group Inc., which appears in such Prospectus. We also consent to the application of such report to the Financial Statement Schedule for the three years ended December 31, 1995 listed under Item 16(b) of this Registration Statement when such schedule is read in conjunction with the consolidated financial statements referred to in our report. The audits referred to in such report also included this schedule. We also consent to the use of our report dated July 22, 1996 relating to the financial statements of CCC Development Company which appears in the Prospectus constituting part of this Registration Statement on Form S-1. We also consent to the references to us under the headings "Experts" and "Selected Financial Data" in such Prospectus. However, it should be noted that Price Waterhouse LLP has not prepared or certified such "Selected Financial Data." Price Waterhouse LLP Chicago, Illinois August 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----