-----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, MkQrVahY7xzA9Qe7Btc8DbB/DMdbDGgG5nQOlr+ApBhXF91XQ/VToAV0SFNJqGVg nPNeQ70cYBUK8JgLVKGcGw== 0001129787-05-000074.txt : 20050611 0001129787-05-000074.hdr.sgml : 20050611 20050527174654 ACCESSION NUMBER: 0001129787-05-000074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050525 FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAMIN PETER H CENTRAL INDEX KEY: 0000937541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19594 FILM NUMBER: 05865125 BUSINESS ADDRESS: STREET 1: 40 BRIARCLIFF RD CITY: LONGMEADOW STATE: MA ZIP: 01106 BUSINESS PHONE: 6179605570 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE, 25TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA PARTNERS LLC CENTRAL INDEX KEY: 0001129787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19594 FILM NUMBER: 05865124 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UBBEN JEFFREY W CENTRAL INDEX KEY: 0001159187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19594 FILM NUMBER: 05865123 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-05-25 0 0000880026 INSURANCE AUTO AUCTIONS, INC IAAI 0000937541 KAMIN PETER H TWO INTERNATIONAL PLACE, 25TH FLOOR BOSTON MA 02110 1 0 1 0 0001129787 VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001159187 UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 Common Stock 2005-05-25 4 S 0 3470400 28.25 D 0 I See Footnote Common Stock 2005-05-25 4 D 0 58457 28.25 D 0 D Director Stock Option (right to buy) 13.13 2005-05-25 4 D 0 10000 15.1 D 2011-02-15 Common Stock 10000 0 D Director Stock Option (right to buy) 14.3 2005-05-25 4 D 0 2000 13.95 D 2011-06-29 Common Stock 2000 0 D Director Stock Option (right to buy) 19.8 2005-05-25 4 D 0 2000 8.45 D 2012-06-28 Common Stock 2000 0 D Director Stock Option (right to buy) 12.66 2005-05-25 4 D 0 5000 15.59 D 2013-06-30 Common Stock 5000 0 D Director Stock Option (right to buy) 12.91 2005-05-25 4 D 0 25000 15.34 D 2013-07-02 Common Stock 25000 0 D Director Stock Option (right to buy) 17 2005-05-25 4 D 0 5000 11.25 D 2014-11-30 Common Stock 5000 0 D Represents 3,427,261 shares owned by ValueAct Capital Master Fund, LP, and 43,139 shares owned by ValueAct Capital Partners Co-Investors LP. This option was canceled in the merger in exchange for a cash payment of $151,200, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. Under an agreement with ValueAct Capital Master Fund, L.P., Peter H. Kamin is deemed to hold the options for the benefit of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. and indirectly for VA Partners, LLC as general partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. Peter H. Kamin is a chairman of the board of Insurance Auto Auctions, Inc and Managing Member of VA Partners, LLC. Jeffrey W. Ubben and George F. Hamel are Managing Members of VA Partners, LLC, the General Partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. and investment adviser of ValueAct Capital International, Ltd. The reporting persons disclaim beneficial ownership of the reported options except to the extent of their pecuniary interest therein. This option was canceled in the merger in exchange for a cash payment of $27,900, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. This option was canceled in the merger in exchange for a cash payment of $16,900, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. This option was canceled in the merger in exchange for a cash payment of $77,950, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. This option was canceled in the merger in exchange for a cash payment of $383,500, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. This option was canceled in the merger in exchange for a cash payment of $56,250, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement. Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 By: /s/ Peter H. Kamin 2005-05-27 VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Partner 2005-05-27 VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member 2005-05-27 VA PARTNERS, L.L.C., By: /s/ George F. Hamel, Jr., Managing Member 2005-05-27 By: /s/ Jeffrey W. Ubben 2005-05-27 By: /s/ George F. Hamel, Jr. 2005-05-27 -----END PRIVACY-ENHANCED MESSAGE-----