0001013594-13-000335.txt : 20130502 0001013594-13-000335.hdr.sgml : 20130502 20130501175124 ACCESSION NUMBER: 0001013594-13-000335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130502 DATE AS OF CHANGE: 20130501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSET ACCEPTANCE CAPITAL CORP CENTRAL INDEX KEY: 0001264707 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 800076779 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80445 FILM NUMBER: 13804680 BUSINESS ADDRESS: STREET 1: 28405 VAN DYKE AVENUE CITY: WARREN STATE: MI ZIP: 48093 BUSINESS PHONE: (586) 939-9600 MAIL ADDRESS: STREET 1: 28405 VAN DYKE AVENUE CITY: WARREN STATE: MI ZIP: 48093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nierenberg Investment Management Company, Inc. CENTRAL INDEX KEY: 0001282683 IRS NUMBER: 911677205 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 360-604-8600 MAIL ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 FORMER COMPANY: FORMER CONFORMED NAME: NIERENBERG INVESTMENT MANAGEMENT CO DATE OF NAME CHANGE: 20040304 SC 13D/A 1 asset13da-050113.htm MAY 1, 2013 asset13da-050113.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)


ASSET ACCEPTANCE CAPITAL CORP. (AACC)
(Name of Issuer)

Common Stock
(Title of Class of Securities)
04543P100

 (CUSIP Number)

David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA  98607
(360) 604-8600

With a copy to:


Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 2013
(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 Ô.

 
 
 
CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
522,825 common shares (1.7%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
522,825
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 522,825; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)          [   ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.7%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Bulldog Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,107,032 common shares (6.8%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,107,032
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,107,032; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 6.8%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
PN



 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Canadian Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
329,060 common shares (1.1%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
329,060
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 329,060; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.1%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The DIII Offshore Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
586,925 common shares (1.9%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
586,925
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 586,925; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.9%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Nierenberg Investment Management Company, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
3,545,842 common shares (11.5%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
3,545,842
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,545,842; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 11.5%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
CO


 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Nierenberg Investment Management Offshore, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
586,925 common shares (1.9%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
586,925
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 586,925; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.9%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
CO


 
 
 

CUSIP No. 04543P100

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
David Nierenberg
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)        [X]
(b)        [  ]
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
3,545,842 common shares (11.5%)
 
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
3,545,842
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,545,842; for all reporting persons as a group, 3,545,842 shares (11.5%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 11.5%; for all reporting persons as a group 11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
IN



 
 
 
This Amendment No. 9 to Schedule 13D (this “Amendment”) amends the below-indicated Items from the Schedule 13D with respect to the shares of common stock (the “Common Stock”) of Asset Acceptance Capital Corp. (the “Issuer”) previously filed by or on behalf of the Reporting Persons (as defined below), as previously amended (collectively the “Schedule 13D”), by supplementing such Items with the information below.
 
The names of the persons filing this Amendment (collectively, the “Reporting Persons”) are:  The D3 Family Fund, L.P. (the “Family Fund”), The D3 Family Bulldog Fund, L.P. (the “Bulldog Fund”), The D3 Family Canadian Fund, L.P. (the “Canadian Fund”), The DIII Offshore Fund, L.P. (the “Offshore Fund”), Nierenberg Investment Management Company, Inc. (“NIMCO”), Nierenberg Investment Management Offshore, Inc. (“NIMO”) and David Nierenberg (“Mr. Nierenberg”).
 
Item 5.  Interest in Securities of the Issuer.

(a)           The Reporting Persons, in the aggregate, beneficially own 3,545,842 shares of Common Stock, constituting approximately 11.5% of the outstanding shares.
 
(b)           The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 522,825 shares of Common Stock held by the Family Fund.
 
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 2,107,032 shares of Common Stock held by the Bulldog Fund.
 
The Canadian Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 329,060 shares of Common Stock held by the Canadian Fund.
 
The Offshore Fund, NIMO, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 586,925 shares of Common Stock held by the Offshore Fund.
 
(c)           Since our last filing the following sales of shares of Common Stock were made by the Reporting Persons named below in open market transactions:

Fund
Trade Date
Shares Sold
Price
D3 Family Fund, LP
4/23/2013
811
6.50
D3 Family Bulldog Fund, LP
4/23/2013
3,268
6.50
D3 Family Canadian Fund, LP
4/23/2013
511
6.50
DIII Offshore Fund, LP
4/23/2013
911
6.50
D3 Family Fund, LP
4/29/2013
51,415
6.48
D3 Family Bulldog Fund, LP
4/29/2013
207,208
6.48
D3 Family Canadian Fund, LP
4/29/2013
32,360
6.48
DIII Offshore Fund, LP
4/29/2013
57,719
6.48
D3 Family Fund, LP
4/30/2013
22,347
6.47
D3 Family Bulldog Fund, LP
4/30/2013
90,059
6.47
D3 Family Canadian Fund, LP
4/30/2013
14,065
6.47
DIII Offshore Fund, LP
4/30/2013
25,086
6.47
D3 Family Fund, LP
5/1/2013
47,836
6.47
D3 Family Bulldog Fund, LP
5/1/2013
192,784
6.47
D3 Family Canadian Fund, LP
5/1/2013
  30,107
6.47
DIII Offshore Fund, LP
5/1/2013
53,701
6.47

 

 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

 
The D3 Family Fund, L.P., The D3 Bulldog Fund, L.P., and The D3 Family Canadian Fund, L.P.
 
 
By:   Nierenberg Investment Management Company, Inc.
 
 
May 1, 2013
Its:   General Partner
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
The DIII Offshore Fund, L.P.
 
By:   Nierenberg Investment Management Offshore, Inc.
 
 
May 1, 2013
Its:   General Partner
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
Nierenberg Investment Management
Company, Inc.
 
May 1, 2013
By:   /s/ David Nierenberg
             David Nierenberg, President
 
 
Nierenberg Investment Management
Offshore, Inc.
 
May 1, 2013
By:   /s/ David Nierenberg
             David Nierenberg, President
 
May 1, 2013
/s/ David Nierenberg
     David Nierenberg