-----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, PevaSYZ9NPW1HzaAZT/fgXypirYAOHnqTudVK6jBURw4IuRL5NOXG2S6TXRVZqEO wnw/T0Wiw10uFzFxW9U9YQ== 0000950137-07-000755.txt : 20070123 0000950137-07-000755.hdr.sgml : 20070123 20070123171831 ACCESSION NUMBER: 0000950137-07-000755 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070116 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE AUTO AUCTIONS, INC CENTRAL INDEX KEY: 0000880026 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 953790111 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-43247 FILM NUMBER: 07547559 BUSINESS ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: SUITE 500 CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: 708-492-7000 MAIL ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: SUITE 500 CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER COMPANY: FORMER CONFORMED NAME: INSURANCE AUTO AUCTIONS INC /CA DATE OF NAME CHANGE: 19930328 8-K 1 c11673e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 2007
INSURANCE AUTO AUCTIONS, INC.
(Exact name of registrant as specified in its charter)
         
Illinois
(State or Other
Jurisdiction of
Incorporation)
  033-43247
(Commission File Number)
  95-3790111
(IRS Employer Identification No.)
Two Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154
(Address of principal executive offices) (Zip Code)
(708) 492-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

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Item 8.01 Other Events.
     On January 16, 2007, KAR Holdings II, LLC issued a press release announcing that, effective as of the closing of its previously announced acquisition of ADESA, Inc., it plans to augment ADESA’s senior management team with the addition of certain members of the registrant’s management team and one of its directors. A copy of the press release is attached hereto as Exhibit 99.1.

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Item 9.01 Exhibits.
(c) Exhibits.
  99.1   Press release of KAR Holdings II, LLC, dated January 16, 2007.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Dated: January 23, 2007   INSURANCE AUTO AUCTIONS, INC.
 
 
  /s/ Eric M. Loughmiller    
  Eric M. Loughmiller   
  Chief Financial Officer   
 

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EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  Press release of KAR Holdings II, LLC, dated January 16, 2007.

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EX-99.1 2 c11673exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
     
Contact Information:
  IAAI:
KAR HOLDINGS:
  Thomas C. O’Brien
Brian Clingen
  Chief Executive Officer
630-570-7401
  708-492-7001
 
   
 
  At Ashton Partners:
 
  Chris Kettmann
 
  General Inquiries
 
  312-553-6716
KAR HOLDINGS ANNOUNCES POST-CLOSING ADESA SENIOR MANAGEMENT
TEAM
New York, New York, January 16, 2007 — KAR Holdings II, LLC announced today that, effective as of the closing of its previously announced acquisition of ADESA, Inc., it plans to augment ADESA’s senior management team with the addition of Brian Clingen, Jim Hallett, Tom O’Brien and John Nordin. ADESA is North America’s largest publicly traded provider of wholesale vehicle auctions and used vehicle dealer floorplan financing. On December 22, 2006, ADESA announced that it had entered into a definitive merger agreement to be acquired by KAR Holdings II, LLC, a newly formed entity owned by a group of private equity funds consisting of Kelso & Company, GS Capital Partners, an affiliate of Goldman Sachs, ValueAct Capital and Parthenon Capital. Insurance Auto Auctions, Inc. (“IAAI”), a leading provider of automotive salvage auction and claims processing services in the United States, will be combined with ADESA effective as of the closing.
Brian Clingen, an investor and board member of IAAI, would become Chairman and Chief Executive Officer of the combined company upon closing. Mr. Clingen has significant operational and investment experience in the automotive services industry. In addition, Mr. Clingen has served in senior executive and board of director capacities with previous Kelso & Company portfolio companies.
Jim Hallett, who previously served as President and Chief Executive Officer of ADESA Corporation from August 1996 until July 2003, would become President and Chief Executive Officer of the whole car auction operations. Mr. Hallett left ADESA in May 2005 and most recently served as President of the Columbus Fair Auto Auction.
Tom O’Brien, President and Chief Executive Officer of IAAI, would become President and Chief Executive Officer of the combined salvage operations. In May 2005, Kelso & Company,

 


 

Parthenon Capital and certain members of IAAI’s senior management team completed a going private transaction.
John Nordin, Vice President and Chief Information Officer of IAAI, would become Executive Vice President and Chief Information Officer of the combined company. Mr. Nordin joined IAAI in late 2003 and has been involved in Information Technology for 25 years, holding the position of CIO for the last 12 years.
“I am very excited for the opportunity to continue improving upon the great success the ADESA companies have already achieved,” said Clingen. “With the help and continued hard work of the new and existing management team and employees, I believe we can continue to build an even stronger and more successful organization. I know I speak for Tom and all of the IAAI employees when I describe their excitement about this new partnership and the opportunities it presents.”
ADESA, Inc. Chairman and CEO David Gartzke added, “We are totally committed to a smooth and successful transition at the close of the transaction and to the continued success of the ADESA companies in the interim. Our current senior management team is ready and willing to continue to work with the new members of the team to ensure a strong organization full of opportunity for our employees going forward.”
About ADESA, Inc.
Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) is North America’s largest publicly traded provider of wholesale vehicle auctions and used vehicle dealer floorplan financing. The company’s operations span North America with 54 ADESA used vehicle auction sites, 42 Impact salvage vehicle auction sites and 85 AFC loan production offices. For further information on ADESA, Inc., visit the company’s Web site at http://www.adesainc.com.
About Insurance Auto Auctions, Inc.
Insurance Auto Auctions, Inc., founded in 1982, a leader in automotive total loss and specialty salvage services in the United States, provides insurance companies with cost-effective, turn-key solutions to process and sell total-loss and recovered-theft vehicles. The Company currently has 95 sites across the United States. For more information, please visit www.iaai.com.
Forward-Looking Statements
The statements in this release should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in IAAI filings with the SEC, including the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The statements contained in this release that are not historical facts are forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause

 


 

actual results to differ materially from those projected, expressed or implied by such forward-looking statements, including, but not limited to: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers and other risks and uncertainties associated with the contemplated transactions. In some cases, you can identify forward-looking statements by use of words such as “may,” “will,” “should,” “anticipates,” “predict,” “projects,” “targeting,” “potential,” “or “contingent,” the negative of these terms, or other similar expressions. Actual results could differ materially from those discussed in or implied by forward-looking statements for various reasons, including those discussed in “Risk Factors” in IAAI’s Form 10-K. You should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, the parties undertake no obligation to publish, update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

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