Prospectus Supplement

-----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, MgJKNQpJYHw1aomDSuP9uVDFw6Sifw1CTGwz/1OOsT6FzfZj6EI/ByuG2BcclpAF ia/d4JlU4JiUo+c/lTbjeg== 0001193125-08-052981.txt : 20080311 0001193125-08-052981.hdr.sgml : 20080311 20080311165702 ACCESSION NUMBER: 0001193125-08-052981 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080311 DATE AS OF CHANGE: 20080311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADS PRIORITY TRANSPORT LTD. CENTRAL INDEX KEY: 0001424119 IRS NUMBER: 310954761 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-05 FILM NUMBER: 08681195 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA MEXICO, LLC CENTRAL INDEX KEY: 0001424056 IRS NUMBER: 351842546 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-14 FILM NUMBER: 08681201 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA NEW JERSEY, LLC CENTRAL INDEX KEY: 0001424054 IRS NUMBER: 223339600 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-52 FILM NUMBER: 08681203 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA PHOENIX, LLC CENTRAL INDEX KEY: 0001424048 IRS NUMBER: 861000467 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-48 FILM NUMBER: 08681208 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA WASHINGTON, LLC CENTRAL INDEX KEY: 0001424041 IRS NUMBER: 912069348 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-42 FILM NUMBER: 08681214 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA CALIFORNIA, LLC CENTRAL INDEX KEY: 0001424014 IRS NUMBER: 911811682 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-24 FILM NUMBER: 08681219 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA INDIANAPOLIS, LLC CENTRAL INDEX KEY: 0001424006 IRS NUMBER: 351915228 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-17 FILM NUMBER: 08681226 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.D.E. OF ARK-LA-TEX, INC. CENTRAL INDEX KEY: 0001423923 IRS NUMBER: 621532205 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-30 FILM NUMBER: 08681232 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAA Acquisition Corp. CENTRAL INDEX KEY: 0001336784 IRS NUMBER: 364351076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-09 FILM NUMBER: 08681233 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA INC CENTRAL INDEX KEY: 0001281949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 351842546 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-32 FILM NUMBER: 08681237 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BLVD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 8009233725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BLVD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAR Holdings, Inc. CENTRAL INDEX KEY: 0001395942 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 208744739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137 FILM NUMBER: 08681184 BUSINESS ADDRESS: STREET 1: C/O KELSO & CO. STREET 2: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & CO. STREET 2: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAR, INC. CENTRAL INDEX KEY: 0001424149 IRS NUMBER: 352062003 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-13 FILM NUMBER: 08681186 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRI-STATE AUCTION CO., INC. CENTRAL INDEX KEY: 0001424148 IRS NUMBER: 450255813 STATE OF INCORPORATION: ND FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-02 FILM NUMBER: 08681187 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA MISSOURI, LLC CENTRAL INDEX KEY: 0001424055 IRS NUMBER: 431811816 STATE OF INCORPORATION: MO FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-54 FILM NUMBER: 08681202 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA OHIO, LLC CENTRAL INDEX KEY: 0001424052 IRS NUMBER: 311334072 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-51 FILM NUMBER: 08681205 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA PENNSYLVANIA, LLC CENTRAL INDEX KEY: 0001424050 IRS NUMBER: 251801698 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-49 FILM NUMBER: 08681207 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA WISCONSIN, LLC CENTRAL INDEX KEY: 0001424040 IRS NUMBER: 391846227 STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-41 FILM NUMBER: 08681215 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA ATLANTA, LLC CENTRAL INDEX KEY: 0001424016 IRS NUMBER: 582563132 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-26 FILM NUMBER: 08681217 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA BIRMINGHAM, LLC CENTRAL INDEX KEY: 0001424015 IRS NUMBER: 630980470 STATE OF INCORPORATION: AL FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-25 FILM NUMBER: 08681218 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA CHARLOTTE, LLC CENTRAL INDEX KEY: 0001424012 IRS NUMBER: 561853746 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-23 FILM NUMBER: 08681220 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA OKLAHOMA, LLC CENTRAL INDEX KEY: 0001424051 IRS NUMBER: 731607773 STATE OF INCORPORATION: OK FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-50 FILM NUMBER: 08681206 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA-SOUTH FLORIDA, LLC CENTRAL INDEX KEY: 0001424045 IRS NUMBER: 351930710 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-46 FILM NUMBER: 08681210 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFC CAL, LLC CENTRAL INDEX KEY: 0001424039 IRS NUMBER: 208709089 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-40 FILM NUMBER: 08681216 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA DES MOINES, LLC CENTRAL INDEX KEY: 0001424009 IRS NUMBER: 421486117 STATE OF INCORPORATION: IA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-20 FILM NUMBER: 08681223 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA IMPACT TEXAS, LLC CENTRAL INDEX KEY: 0001424007 IRS NUMBER: 205233403 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-18 FILM NUMBER: 08681225 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAA Services, Inc. CENTRAL INDEX KEY: 0001336783 IRS NUMBER: 364294285 STATE OF INCORPORATION: IL FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-08 FILM NUMBER: 08681234 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Axle Holdings, Inc. CENTRAL INDEX KEY: 0001319519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-12 FILM NUMBER: 08681236 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIOUX FALLS AUTO AUCTION, INC. CENTRAL INDEX KEY: 0001424131 IRS NUMBER: 460412455 STATE OF INCORPORATION: SD FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-03 FILM NUMBER: 08681189 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC CENTRAL INDEX KEY: 0001424126 IRS NUMBER: 261218186 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-35 FILM NUMBER: 08681192 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA NEW YORK, LLC CENTRAL INDEX KEY: 0001424053 IRS NUMBER: 161307133 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-53 FILM NUMBER: 08681204 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA SAN DIEGO, LLC CENTRAL INDEX KEY: 0001424046 IRS NUMBER: 412021208 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-47 FILM NUMBER: 08681209 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA VIRGINIA, LLC CENTRAL INDEX KEY: 0001424042 IRS NUMBER: 202751571 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-43 FILM NUMBER: 08681213 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADS ASHLAND, LLC CENTRAL INDEX KEY: 0001424097 IRS NUMBER: 310954761 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-06 FILM NUMBER: 08681199 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTO DEALERS EXCHANGE OF MEMPHIS, LLC CENTRAL INDEX KEY: 0001424128 IRS NUMBER: 043165540 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-36 FILM NUMBER: 08681190 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA TEXAS, INC. CENTRAL INDEX KEY: 0001424043 IRS NUMBER: 742757736 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-44 FILM NUMBER: 08681212 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA LANSING, LLC CENTRAL INDEX KEY: 0001424004 IRS NUMBER: 383406149 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-16 FILM NUMBER: 08681227 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insurance Auto Auctions Corp. CENTRAL INDEX KEY: 0001336782 IRS NUMBER: 954455113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-10 FILM NUMBER: 08681235 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA SOUTHERN INDIANA, LLC CENTRAL INDEX KEY: 0001424044 IRS NUMBER: 351929359 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-45 FILM NUMBER: 08681211 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA DEALER SERVICES, LLC CENTRAL INDEX KEY: 0001424010 IRS NUMBER: 261218111 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-21 FILM NUMBER: 08681222 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA COLORADO, LLC CENTRAL INDEX KEY: 0001424011 IRS NUMBER: 841555543 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-22 FILM NUMBER: 08681221 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA CORPORATION, LLC CENTRAL INDEX KEY: 0001423928 IRS NUMBER: 351842546 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-31 FILM NUMBER: 08681228 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOVIN, INC. CENTRAL INDEX KEY: 0001424108 IRS NUMBER: 352086523 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-39 FILM NUMBER: 08681197 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA ARKANSAS, LLC CENTRAL INDEX KEY: 0001423927 IRS NUMBER: 710844203 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-27 FILM NUMBER: 08681229 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA LEXINGTON, LLC CENTRAL INDEX KEY: 0001424057 IRS NUMBER: 611184881 STATE OF INCORPORATION: KY FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-15 FILM NUMBER: 08681200 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOTIVE RECOVERY SERVICES, INC. CENTRAL INDEX KEY: 0001424125 IRS NUMBER: 352123607 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-33 FILM NUMBER: 08681193 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.D.E. OF KNOXVILLE, LLC CENTRAL INDEX KEY: 0001423924 IRS NUMBER: 621532205 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-29 FILM NUMBER: 08681231 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTO DISPOSAL SYSTEMS, INC. CENTRAL INDEX KEY: 0001424101 IRS NUMBER: 310954761 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-07 FILM NUMBER: 08681198 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENT DEMON, LLC CENTRAL INDEX KEY: 0001424124 IRS NUMBER: 261530430 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-04 FILM NUMBER: 08681194 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-11 FILM NUMBER: 08681238 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOTIVE FINANCE CORP CENTRAL INDEX KEY: 0001424320 IRS NUMBER: 351699152 STATE OF INCORPORATION: IN FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-34 FILM NUMBER: 08681185 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA FLORIDA, LLC CENTRAL INDEX KEY: 0001424008 IRS NUMBER: 351842547 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-19 FILM NUMBER: 08681224 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTO DEALERS EXCHANGE OF CONCORD, LLC CENTRAL INDEX KEY: 0001424127 IRS NUMBER: 134284567 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-37 FILM NUMBER: 08681191 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZABEL & ASSOCIATES, INC. CENTRAL INDEX KEY: 0001424147 IRS NUMBER: 450446447 STATE OF INCORPORATION: ND FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-01 FILM NUMBER: 08681188 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADESA ARK-LA-TEX, LLC CENTRAL INDEX KEY: 0001423925 IRS NUMBER: 721419175 STATE OF INCORPORATION: LA FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-28 FILM NUMBER: 08681230 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSET HOLDINGS III, L.P. CENTRAL INDEX KEY: 0001424109 IRS NUMBER: 208709089 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149137-38 FILM NUMBER: 08681196 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 800.923.3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT Prospectus Supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-149137

PROSPECTUS SUPPLEMENT

(to Prospectus dated February 14, 2008)

KAR HOLDINGS, INC.

$150,000,000 Floating Rate Senior Notes Due 2014

$450,000,000 8³/4% Senior Notes Due 2014

$425,000,000 10% Senior Subordinated Notes Due 2015

This prospectus supplement supplements the prospectus dated February 14, 2008, relating to the exchange offer. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

The information set forth herein was included in our earnings release, which has also been furnished to the Securities and Exchange Commission on Form 8-K/A.

See “ Risk Factors” beginning on page 17 for a discussion of certain risks you should consider before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus has been prepared for and may be used by Goldman, Sachs & Co. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Goldman, Sachs & Co. may act as principal or agent in these transactions. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such resales.

The date of this prospectus is March 11, 2008.

Recent Developments

On February 14, 2008, KAR Holdings, Inc. (together with its subsidiaries the “Company”) reported its fourth quarter and annual financial results for the period ended December 31, 2007. For the fourth quarter of 2007, the company reported revenue of $398.4 million as compared with fourth quarter 2006 revenue of $362.0 million for the combined companies of ADESA, Inc. (“ADESA”) and Insurance Auto Auctions, Inc. (“IAAI”), an increase of 10%. Adjusted EBITDA, excluding pro forma adjustments for recent acquisitions and cost savings, as defined in the company’s senior credit facility dated April 20, 2007, increased 9.1% to $87.7 million in the fourth quarter of 2007, as compared with fourth quarter 2006 adjusted EBITDA of $80.4 million for the combined companies of ADESA and IAAI.

For the year ended December 31, 2007, the company reported combined revenue of $1,588.9 million as compared with revenue of $1,435.9 million for the combined companies of ADESA and IAAI for the comparable 2006 period, an increase of 10.7%. Adjusted EBITDA, excluding pro forma adjustments for recent acquisitions and cost savings, for fiscal 2007, increased 6.7% to $395.5 million as compared with adjusted EBITDA of $370.8 million for the combined companies of ADESA and IAAI for the comparable 2006 period.

On March 11, 2008, the Company announced its revised fourth quarter and annual financial results for the period ended December 31, 2007. The numbers in the preceding paragraphs were not affected. The schedules below show the revised numbers.

KAR Holdings, Inc.

Consolidated Statements of Income

(In millions) (Unaudited)


	Three Months Ended December 31, 2007			Three Months Ended December 31, 2006
	KAR			ADESA			IAAI
Operating revenues
ADESA Auction Services	$	245.4		$	233.6		$	—
IAAI Salvage Services		121.7			—			92.5
AFC		31.3			35.9			—

Total operating revenues		398.4			269.5			92.5

Operating expenses
Cost of services (exclusive of depreciation and amortization)		236.3			144.1			65.7
Selling, general and administrative		96.2			63.8			13.6
Depreciation and amortization		59.8			12.6			6.8
Loss related to flood		—			—			0.1	(1)
Aircraft charge		—			3.4	(2)		—
Transaction expenses		—			6.1	(3)		—

Total operating expenses		392.3			230.0			86.2


Operating profit		6.1			39.5			6.3

Interest expense		57.9			6.2			9.2
Other (income) expense, net		(1.1	)		(1.6	)		(0.1	)
Loss on extinguishment of debt		—			—			(0.5	)(4)


Income (loss) from continuing operations before income taxes		(50.7	)		34.9			(2.3	)

Income taxes		(16.5	)		15.0			—


Income (loss) from continuing operations		(34.2	)		19.9			(2.3	)
Income (loss) from discontinued operations, net of income taxes		(0.1	)		(0.1	)		—


Net income (loss)	($	34.3	)	$	19.8		($	2.3	)

(1)	Loss related to the flood at IAAI’s Grand Prairie, Texas facility, which consisted of a loss of vehicles and fixed assets as well as costs to clean up the facility.

(2)

In the fourth quarter 2006, ADESA received notice of ALLETE, Inc.’s election to terminate the Joint Aircraft Ownership and Management Agreement. As a result, ADESA recorded a non-cash pretax charge of $3.4 million representing a reduction of ownership interests in the aircraft and other costs associated with the termination of the agreement.

(3)	Expenses related to the Merger Agreement between ADESA and a group of private equity funds, consisting primarily of legal and professional fees associated with the Merger.

(4)	IAAI amended its credit facilities in June 2006 and incurred a loss related to the write-off of previously deferred issuance costs, fees paid to repay a portion of the original debt and other costs. A portion of the estimated loss was revised in the fourth quarter 2006.

KAR Holdings, Inc.

Consolidated Statements of Income

(In millions)


	2007									2006
	January 1 – December 31, 2007 (1)			January 1 – April 19, 2007			January 1 – April 19, 2007			January 1 – December 31, 2006			December 26, 2005 – December 31, 2006
	KAR			ADESA			IAAI			ADESA			IAAI
	(Unaudited)			(Unaudited)			(Unaudited)
Operating revenues
ADESA Auction Services	$	677.7		$	325.4		$	—		$	959.9		$	—
IAAI Salvage Services		330.1			—			114.8			—			332.0
AFC		95.0			45.9			—			144.0			—

Total operating revenues		1,102.8			371.3			114.8			1,103.9			332.0

Operating expenses
Cost of services (exclusive of depreciation and amortization)		627.4			187.3			76.5			563.8			235.8
Selling, general and administrative		242.4			85.5			19.5			259.2			43.0
Depreciation and amortization		126.6			15.9			7.9			46.5			23.9
Loss related to flood		—			—			—			—			3.5	(2)
Aircraft charge		—			—			—			3.4	(3)		—
Transaction expenses		—			24.8	(4)		—			6.1	(4)		—

Total operating expenses		996.4			313.5			103.9			879.0			306.2


Operating profit		106.4			57.8			10.9			224.9			25.8

Interest expense		162.3			7.8			10.0			27.4			30.6
Other (income) expense, net		(7.8	)		(1.9	)		(0.2	)		(6.9	)		2.7
Loss on extinguishment of debt		—			—			—			—			1.3	(5)


Income (loss) from continuing operations before income taxes		(48.1	)		51.9			1.1			204.4			(8.8	)

Income taxes		(10.0	)		24.9			1.5			77.6			(1.6	)


Income (loss) from continuing operations		(38.1	)		27.0			(0.4	)		126.8			(7.2	)

Loss from discontinued operations, net of income taxes		(0.2	)		(0.1	)		—			(0.5	)		—


Net income (loss)	($	38.3	)	$	26.9		($	0.4	)	$	126.3		($	7.2	)

(1)	KAR Holdings, Inc. was incorporated on November 9, 2006, but had no operations until the consummation of the Merger on April 20, 2007.

(2)	Loss related to the flood at IAAI’s Grand Prairie, Texas facility, which consisted of a loss of vehicles and fixed assets as well as costs to clean up the facility.

(3)

(4)	Expenses related to the Merger Agreement between ADESA and a group of private equity funds, consisting primarily of legal and professional fees associated with the Merger. In addition, the January 1 through April 19, 2007 amount included accelerated incentive compensation costs.

(5)	IAAI amended its credit facilities in June 2006 and incurred a loss related to the write-off of previously deferred issuance costs, fees paid to repay a portion of the original debt and other costs.

KAR Holdings, Inc.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA, as presented herein, are supplemental measures of the Company’s performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to revenues, net income (loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of the Company’s liquidity.

EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. The Company calculates Adjusted EBITDA by adjusting EBITDA for the items of income and expense and expected incremental revenue and cost savings as described in the Company’s $1,865 million senior credit facility. Consolidated EBITDA for the quarters ending March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006 was $102.9 million, $99.4 million, $88.1 million and $80.4 million, respectively. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about certain covenants required pursuant to the Company’s senior credit facilities and the notes. EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.

Certain of the Company’s loan covenant calculations require financial results for the most recent four consecutive fiscal quarters, with combined results for ADESA and IAAI prior to the merger. The calculation of Adjusted EBITDA (per the credit agreement) for the last twelve months ended December 31, 2007, presented below, includes a pro forma adjustment for anticipated cost savings related to the merger totaling $10.5 million net of realized cost savings. The adjustment relates to anticipated costs savings for redundant selling, general and administrative costs for the salvage operations. The following table reconciles EBITDA and Adjusted EBITDA for the periods presented:


	Three Months Ended											Twelve Months Ended
(In millions) (Unaudited)	March 31, 2007		June 30, 2007			September 30, 2007			December 31, 2007			December 31, 2007
Net income (loss)	$	38.4	($	7.3	)	($	8.6	)	($	34.3	)	($	11.8	)
Add back: discontinued operations		0.2		0.1			(0.1	)		0.1			0.3

Income from continuing operations		38.6		(7.2	)		(8.7	)		(34.2	)		(11.5	)
Add back:
Income taxes		24.6		4.6			3.7			(16.5	)		16.4
Interest expense, net of interest income		13.3		46.6			56.3			56.0			172.2
Depreciation and amortization		18.8		32.2			39.6			59.8			150.4

EBITDA		95.3		76.2			90.9			65.1			327.5

Nonrecurring charges		1.1		5.6			5.0			12.3			24.0
Nonrecurring transaction charges		2.4		22.4			—			—			24.8
Noncash charges		5.2		1.0			0.9			9.5			16.6
Advisory services		0.1		0.8			0.9			0.8			2.6

Adjusted EBITDA		104.1		106.0			97.7			87.7			395.5

Pro forma impact of recent acquisitions		1.5		1.7			1.5			—			4.7
Pro forma cost savings per the credit agreement										5.0			5.0


Adjusted EBITDA per the credit agreement	$	105.6	$	107.7		$	99.2		$	92.7		$	405.2

KAR Holdings, Inc.

Pro Forma Segment Operating Results

(In millions) (Unaudited)

The following unaudited pro forma condensed segment results of operations for the year ended December 31, 2007 are based on ADESA and IAAI’s unaudited financial statements for the periods from January 1, 2007 to April 19, 2007 and KAR Holdings’ unaudited financial statements for the period from January 1, 2007 to December 31, 2007, as adjusted to combine the financial statements of ADESA Impact and IAAI on a historical basis and to illustrate the estimated pro forma effects of the merger transactions as if they had been consummated on January 1, 2006. The unaudited pro forma condensed segment results of operations for the year ended December 31, 2006 give effect to the merger transactions as if they had been consummated on January 1, 2006. KAR Holdings had no operations during the period of January 1, 2007 to April 19, 2007.

The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma segment operating results do not purport to represent what results of operations would have been had the merger transactions actually occurred on the date indicated and they do not purport to project results for any future period. All pro forma adjustments are described more fully in the notes to the pro forma reconciliations.


ADESA Auction Services
	Pro Forma January 1 – December 31, 2007		Pro Forma January 1 – December 31, 2006
Operating revenues	$	965.5	$	853.8
Operating expenses
Cost of services (exclusive of depreciation and amortization)		541.5		468.6
Selling, general and administrative		200.5		179.9
Depreciation and amortization		92.5		92.5

Total operating expenses		834.5		741.0

Operating profit	$	131.0	$	112.8


IAAI Salvage Services
	Pro Forma January 1 – December 31, 2007		Pro Forma January 1 – December 31, 2006
Operating revenues	$	482.5	$	438.1
Operating expenses
Cost of services (exclusive of depreciation and amortization)		317.9		302.6
Selling, general and administrative		67.4		53.6
Depreciation and amortization		57.3		57.3
Loss related to flood		—		3.5

Total operating expenses		442.6		417.0

Operating profit	$	39.9	$	21.1


AFC

	Pro Forma January 1 – December 31, 2007		Pro Forma January 1 – December 31, 2006
Operating revenues	$	143.0	$	141.8
Operating expenses
Cost of services (exclusive of depreciation and amortization)		31.8		28.4
Selling, general and administrative		16.2		16.5
Depreciation and amortization		25.4		25.4

Total operating expenses		73.4		70.3

Operating profit	$	69.6	$	71.5

KAR Holdings, Inc.

Pro Forma Segment Operating Result Reconciliations

(In millions) (Unaudited)

ADESA Auction Services


	As Reported January 1 – December 31, 2007 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2007
Operating revenues	$	677.7	$	287.8	$	965.5
Operating expenses
Cost of services (exclusive of depreciation and amortization)		386.1		155.4		541.5
Selling, general and administrative		142.8		57.7		200.5
Depreciation and amortization		64.6		27.9		92.5

Total operating expenses		593.5		241.0		834.5

Operating profit	$	84.2	$	46.8	$	131.0


IAAI Salvage Services
	As Reported January 1 – December 31, 2007 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2007
Operating revenues	$	330.1	$	152.4	$	482.5
Operating expenses
Cost of services (exclusive of depreciation and amortization)		219.0		98.9		317.9
Selling, general and administrative		44.9		22.5		67.4
Depreciation and amortization		40.0		17.3		57.3

Total operating expenses		303.9		138.7		442.6

Operating profit	$	26.2	$	13.7	$	39.9


AFC
	As Reported January 1 – December 31, 2007 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2007
Operating revenues	$	95.0	$	48.0	$	143.0
Operating expenses
Cost of services (exclusive of depreciation and amortization)		22.3		9.5		31.8
Selling, general and administrative		10.7		5.5		16.2
Depreciation and amortization		17.8		7.6		25.4

Total operating expenses		50.8		22.6		73.4

Operating profit	$	44.2	$	25.4	$	69.6

KAR Holdings, Inc.

Pro Forma Segment Operating Result Reconciliations (Continued)

(In millions) (Unaudited)


Holding Company
	As Reported January 1 – December 31, 2007 (1)			Pro Forma Adjustments (2)			Pro Forma January 1 – December 31, 2007
Operating revenues	$	—		$	—		$	—
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—			—			—
Selling, general and administrative		44.0			20.1			64.1
Depreciation and amortization		4.2			1.8			6.0

Total operating expenses		48.2			21.9			70.1

Operating profit	($	48.2	)	($	21.9	)	($	70.1	)


Consolidated
	As Reported January 1 – December 31, 2007 (1)			Pro Forma Adjustments (2)			Pro Forma January 1 – December 31, 2007
Operating revenues	$	1,102.8		$	488.2		$	1,591.0
Operating expenses
Cost of services (exclusive of depreciation and amortization)		627.4			263.8			891.2
Selling, general and administrative		242.4			105.8			348.2
Depreciation and amortization		126.6			54.6			181.2

Total operating expenses		996.4			424.2			1,420.6

Operating profit	$	106.4		$	64.0		$	170.4

(1)	KAR Holdings, Inc. was incorporated on November 9, 2006, but had no operations until the consummation of the merger transactions on April 20, 2007. As such, these amounts are actually representative of the period April 20, 2007 through December 31, 2007.

(2)	The pro forma adjustments account for several items including:

The revenues, cost of services, selling, general and administrative expenses and depreciation and amortization of ADESA and IAAI were combined for the period prior to the merger transactions – January 1, 2007 through April 19, 2007.

The results of ADESA’s former salvage subsidiary, ADESA Impact, have been removed from the ADESA Auction Services results and included in the IAAI Salvage Services for the period prior to the merger transactions – January 1, 2007 through April 19, 2007.

AFC’s revenue was increased approximately $2.1 million to reflect the adjustment of finance receivables to fair value at January 1, 2006.

Selling, general and administrative expenses were increased to include the sponsor financial advisory fees for the period prior to the merger transactions – January 1, 2007 through April 19, 2007. In addition, certain human resources and information technology costs that ADESA had historically allocated to its segments and certain professional fees historically recorded at the segments were reclassified to the holding company.

Transaction expenses, representing legal and professional fees as well as accelerated incentive compensation costs, were removed from 2007 operating results.

Depreciation and amortization expense was increased as a result of the new basis of property and equipment and intangible assets.

KAR Holdings, Inc.

Pro Forma Segment Operating Result Reconciliations (Continued)

(In millions) (Unaudited)


ADESA Auction Services
	As Reported January 1 – December 31, 2006 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2006
Operating revenues	$	—	$	853.8	$	853.8
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—		468.6		468.6
Selling, general and administrative		—		179.9		179.9
Depreciation and amortization		—		92.5		92.5

Total operating expenses		—		741.0		741.0

Operating profit	$	—	$	112.8	$	112.8


IAAI Salvage Services
	As Reported January 1 – December 31, 2006 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2006
Operating revenues	$	—	$	438.1	$	438.1
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—		302.6		302.6
Selling, general and administrative		—		53.6		53.6
Depreciation and amortization				57.3		57.3
Loss on flood		—		3.5		3.5

Total operating expenses		—		417.0		417.0

Operating profit	$	—	$	21.1	$	21.1


AFC
	As Reported January 1 – December 31, 2006 (1)		Pro Forma Adjustments (2)		Pro Forma January 1 – December 31, 2006
Operating revenues	$	—	$	141.8	$	141.8
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—		28.4		28.4
Selling, general and administrative		—		16.5		16.5
Depreciation and amortization		—		25.4		25.4

Total operating expenses		—		70.3		70.3

Operating profit	$	—	$	71.5	$	71.5

KAR Holdings, Inc.

Pro Forma Segment Operating Result Reconciliations (Continued)

(In millions) (Unaudited)

Holding Company


	As Reported January 1 – December 31, 2006 (1)		Pro Forma Adjustments (2)			Pro Forma January 1 – December 31, 2006
Operating revenues	$	—	$	—		$	—
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—		—			—
Selling, general and administrative		—		55.1			55.1
Depreciation and amortization		—		6.0			6.0

Total operating expenses		—		61.1			61.1

Operating profit	$	—	($	61.1	)	($	61.1	)


Consolidated
	As Reported January 1 – December 31, 2006 (1)		Pro Forma Adjustments (2)			Pro Forma January 1 – December 31, 2006
Operating revenues	$	—	$	1,433.7		$	1,433.7
Operating expenses
Cost of services (exclusive of depreciation and amortization)		—		799.6			799.6
Selling, general and administrative		—		305.1			305.1
Depreciation and amortization				181.2			181.2
Loss on flood		—		3.5			3.5

Total operating expenses		—		1,289.4			1,289.4

Operating profit	$	—	$	144.3		$	144.3

(1)	KAR Holdings, Inc. was incorporated on November 9, 2006, but had no operations until the consummation of the merger transactions on April 20, 2007.

(2)	The pro forma adjustments account for several items including:

The revenues, cost of services, selling, general and administrative expenses and depreciation and amortization of ADESA and IAAI were combined.

The results of ADESA’s former salvage subsidiary, ADESA Impact, have been removed from the ADESA Auction Services results and included in the IAAI Salvage Services.

AFC’s revenue was reduced approximately $2.2 million to properly reflect the adjustment of finance receivables to fair value at January 1, 2006.

Selling, general and administrative expenses were increased to include the sponsor financial advisory fees for the 2006 fiscal year. In addition, certain human resources and information technology costs that ADESA had historically allocated to its segments and certain professional fees historically recorded at the segments were reclassified to the holding company. Third, a $3.4 million charge was removed, which represented a reduction of ownership interests in an aircraft used by ADESA and other costs associated with the termination of the agreement.

Transaction expenses, representing legal and professional fees were removed from 2006 operating results.

Depreciation and amortization expense was increased as a result of the new basis of property and equipment and intangible assets.

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