UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No.
5)*
INSURANCE AUTO AUCTIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
457875102
(CUSIP Number)
George F. Hamel, Jr.
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133 USA
(415) 362-3700
(Name, address and telephone number of Person Authorized to Receive Notices and Communications)
Copy to:
Christopher G. Karras, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
(215) 994-4000
March 15, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons 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.
This 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 (Act) 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).
CUSIP NO. 457875102 |
Page 2 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
ValueAct Capital Partners, L.P. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
Delaware |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
PN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 3 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
ValueAct Capital Partners II, L.P. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
Delaware |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
PN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 4 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
ValueAct Capital International, Ltd. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
British Virgin Islands |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
PN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 5 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
ValueAct Capital Master Fund, L.P. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
British Virgin Islands |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
PN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 6 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
ValueAct Capital Partners Co-Investors, L.P. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
Delaware |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
PN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 7 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
VA Partners, L.L.C. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
Delaware |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
00 (LLC) |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 8 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
Jeffrey W. Ubben |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
United States |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
IN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 9 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
United States |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
IN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 10 of 16 Pages |
SCHEDULE 13D
|
|
|
|
|
1) |
Name of Reporting Persons |
|
Peter H. Kamin |
|
|
|
|
|
|
|
I.R.S. Identification |
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
Check the Appropriate Box |
|
(a) |
x
|
|
|
|
|
|
|
|
|
|
|
3) |
SEC Use Only |
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
Source of Funds (See Instructions) |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
5) |
Check if Disclosure of |
|
o |
|
|
|
|
|
|
|
|
|
|
|
6) |
Citizenship or Place of Organization |
|
United States |
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
7) |
Sole Voting |
|
Reporting Person With |
|
|
|
|
|
|
8) |
Shared Voting |
|
|
|
|
|
|
|
|
9) |
Sole Dispositive |
|
|
|
|
|
|
|
|
10) |
Shared Dispositive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11) |
Aggregate Amount Beneficially |
|
|
|
|
|
|
|
|
|
|
|
|
|
12) |
Check Box if the Aggregate Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
13) |
Percent of Class Represented |
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
Type of Reporting Person (See |
|
IN |
|
|
|
|
|
|
|
|
|
|
|
** See Item 5
CUSIP NO. 457875102 |
Page 11 of 16 Pages |
THE PURPOSE OF THIS AMENDMENT NO. 5 TO SCHEDULE 13D IS TO AMEND ITEM 5 OF REPORTS FILED BY THE REPORTING PERSONS. THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety to read as follows:
(a), (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each of (a) ValueAct Capital Partners, L.P. (ValueAct Partners), (b) ValueAct Capital Partners II, L.P. (ValueAct Partners II), (c) ValueAct Capital International, Ltd. (ValueAct International) (d) ValueAct Capital Master Fund, L.P. (ValueAct Master Fund), (e) ValueAct Capital Partners Co-Investors, L.P. (ValueAct Co-Investors), (f) VA Partners, L.L.C. (VA Partners), (g) Jeffrey W. Ubben, (h) George F. Hamel, Jr. and (i) Peter H. Kamin (collectively, the Reporting Persons). At the date of this filing, ValueAct Partners, ValueAct Partners II and ValueAct International have contributed assets (including the beneficial ownership of shares of Common Stock of the Issuer) to ValueAct Master Fund in exchange for proportional limited partnership interests in ValueAct Master Fund. Shares reported as beneficially owned by each of ValueAct Partners, ValueAct Partners II, ValueAct Master Fund and ValueAct Co-Investors are also reported as beneficially owned by VA Partners, as investment manager or General Partner of each of such investment partnerships, and by the Managing Members as controlling persons of the General Partner. VA Partners and the Managing Members also, directly or indirectly, may own interests in one or both of such partnerships from time to time. Unless otherwise indicated below, by reason of such relationships each of the partnerships is reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock with VA Partners and the Managing Members.
The Issuer has granted (a) 49,000 options to Mr. Kamin, (b) 19,000 options to Mr. Ubben, and (c) 15,000 options granted to Mr. Todd Bourell. Under an agreement with ValueAct Master Fund, Mr. Kamin, Mr. Ubben and Mr. Bourell are deemed to hold the options for the benefit of ValueAct Partners, ValueAct Partners II, ValueAct Master Fund and ValueAct Co-Investors and indirectly for VA Partners as general partner of ValueAct Partners, ValueAct Partners II, ValueAct Master Fund and ValueAct Co-Investors.
ValueAct Partners is the beneficial owner of 1,550,310 shares of Common Stock, representing approximately 13.1% of the Issuers outstanding Common Stock. ValueAct Partners II is the beneficial owner of 219,692 shares of Common Stock, representing 1.9% of the Issuers outstanding Common Stock. ValueAct International is the beneficial owner of 0 shares of Common Stock. ValueAct Master Fund is the beneficial owner of 3,427,261 shares of Common Stock, which includes the right to acquire 82,000 shares of Common Stock upon the exercise of outstanding options, representing 28.9% of the Issuers outstanding Common Stock. ValueAct Co-Investors is the beneficial owner of 43,139 shares of Common Stock, which includes the right to acquire 1,000 shares of Common Stock upon the exercise of outstanding options, representing 0.4% of the Issuers outstanding Common Stock. VA Partners and each of the Managing Members may be deemed the beneficial owner of an aggregate of 3,470,400 shares of Issuer Common Stock, which includes the right to acquire 83,000 shares of Common Stock upon the exercise of outstanding options, representing approximately 29.3% of the Issuers outstanding Common Stock. In addition to the 3,470,400 shares of Issuer Common Stock which Mr. Kamin may be deemed to beneficially own by reason of his being a Managing Member, Mr. Kamin also personally owns 58,457 shares of Common Stock (or, when combined with the 3,470,400 shares of Common Stock he may be deemed to beneficially own by reason of his being a Managing Member, 29.8% of the Issuers Common Stock). All percentages set forth in this Schedule 13D are based upon the Issuers reported 11,853,123 outstanding shares of Common Stock as reported in the Issuers Form 10-K for the fiscal year ended December 26, 2004.
(c), (d) and (e) Not applicable.
CUSIP NO. 457875102 |
Page 12 of 16 Pages |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Joint Filing Agreement.
CUSIP NO. 457875102 |
Page 13 of 16 Pages |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben, George F. Hamel, Jr. and Peter H. Kamin, and each of them, with full power to act without the other, his or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or it and in his or its name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Schedule 13D, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or it might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 15, 2005 |
VALUEACT CAPITAL MASTER FUND, L.P. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS, L.P. |
|
|
|||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS II, L.P. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P. |
|||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
CUSIP NO. 457875102 |
Page 14 of 16 Pages |
Dated: March 15, 2005 |
VALUEACT CAPITAL INTERNATIONAL, LTD. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its Investment Manager |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VA PARTNERS, L.L.C. |
|
|
|||
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dated: March 15, 2005 |
/s/ JEFFREY W. UBBEN |
|
|
|
||
|
|
|
|
|
||
|
Jeffrey W. Ubben |
|
|
|
||
|
|
|
|
|
|
|
Dated: March 15, 2005 |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
||
|
|
|
|
|
||
|
George F. Hamel, Jr. |
|
|
|
||
|
|
|
|
|
||
Dated: March 15, 2005 |
/s/ PETER H. KAMIN |
|
|
|
||
|
|
|
|
|
||
|
Peter H. Kamin |
|
|
|
CUSIP NO. 457875102 |
Page 15 of 16 Pages |
EXHIBIT INDEX
No. |
|
Description |
|
|
|
(1) |
|
Joint Filing Agreement |
CUSIP NO. 457875102 |
Page 16 of 16 Pages |
EXHIBIT 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Insurance Auto Auctions, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
Dated: March 15, 2005 |
VALUEACT CAPITAL MASTER FUND, L.P. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS, L.P. |
|
|
|||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS II, L.P. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P. |
|||||
|
|
By: |
VA PARTNERS, L.L.C., its General Partner |
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VALUEACT CAPITAL INTERNATIONAL, LTD. |
|
||||
|
|
By: |
VA PARTNERS, L.L.C., its Investment Manager |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
Dated: March 15, 2005 |
VA PARTNERS, L.L.C. |
|
|
|||
|
|
|
|
|
|
|
|
|
By: |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
|
|
|
|
|
|
|
|
|
|
George F. Hamel, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dated: March 15, 2005 |
/s/ JEFFREY W. UBBEN |
|
|
|
||
|
|
|
|
|
||
|
Jeffrey W. Ubben |
|
|
|
||
|
|
|
|
|
|
|
Dated: March 15, 2005 |
/s/ GEORGE F. HAMEL, JR. |
|
|
|
||
|
|
|
|
|
||
|
George F. Hamel, Jr. |
|
|
|
||
|
|
|
|
|
||
Dated: March 15, 2005 |
/s/ PETER H. KAMIN |
|
|
|
||
|
|
|
|
|
||
|
Peter H. Kamin |
|
|
|