-----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, BPkvyx0Huw69puShu789XDy4Op+bFFtq+7NNslk3O9fwGOjZMgxqsia3MlFLjItM Pgfj+uBJEwciXusJubru3w== 0000950124-06-001099.txt : 20060310 0000950124-06-001099.hdr.sgml : 20060310 20060310114458 ACCESSION NUMBER: 0000950124-06-001099 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45225 FILM NUMBER: 06678117 BUSINESS ADDRESS: STREET 1: 25505 W TWELVE MILE RD STREET 2: STE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 8103532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 25505 W TWELVE MILE RD STREET 2: STE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 8103532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 SC TO-I/A 1 k02251a3sctoviza.txt AMENDMENT NO. 3 TO SCHEDULE TO-I ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 CREDIT ACCEPTANCE CORPORATION (Name of Subject Company (Issuer)) CREDIT ACCEPTANCE CORPORATION (Name of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class Securities) 225310-10-1 (CUSIP Number of Class of Securities) CHARLES A. PEARCE CHIEF LEGAL OFFICER CREDIT ACCEPTANCE CORPORATION 25505 WEST TWELVE MILE ROAD, SUITE 3000 SOUTHFIELD, MI 48034-8339 (248) 353-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) WITH A COPY TO: MARK A. METZ, ESQ. DYKEMA GOSSETT PLLC 400 RENAISSANCE CENTER DETROIT, MI 48243 (313) 568-6800 CALCULATION OF FILING FEE ================================================================================
TRANSACTION VALUATION* $125,000,000 AMOUNT OF FILING FEE** $13,375
================================================================================ * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 5,000,000 shares of the outstanding common stock at a price of $25.00 per share in cash. ** The amount of the filing fee equals $107.00 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934. [x] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $13,375 Form or Registration No.: Schedule TO Filing Party: Credit Acceptance Corporation Date Filed: February 10, 2006 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [x] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission ("SEC") on February 10, 2006, as amended by Amendment No. 1 thereto filed with the SEC on February 16, 2006 and Amendment No. 2 thereto filed with the SEC on March 2, 2006 ("Schedule TO") by Credit Acceptance Corporation, a Michigan corporation ("CA"), in connection with the offer by CA to purchase up to 5,000,000 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price between $21.00 and $25.00 per Share, net to the seller in cash, without interest, upon and subject to the terms and conditions set forth in the Offer to Purchase, dated February 10, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together, as each may be amended or supplemented from time to time, constitute the "Offer" and which are appended to and filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. All information in the Offer to Purchase and the Letter of Transmittal is hereby expressly incorporated in this Amendment No. 3 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding the following information: On March 10, 2006, the Company issued a press release announcing preliminary operating results. A copy of the press release is filed as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following: Exhibit Number Description (a)(5)(viii) Press release dated March 10, 2006 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CREDIT ACCEPTANCE CORPORATION BY: /s/ DOUGLAS W. BUSK --------------------- Douglas W. Busk Treasurer Dated: March 10, 2006 2 Exhibit Index
Exhibit Number Description (a)(5)(viii) Press release dated March 10, 2006
3 EX-99.(A)(5)(III) 2 k02251a3exv99wxayx5yxiiiy.txt PRESS RELEASE DATED MARCH 10, 2006 Exhibit (a)(5)(viii) Silver Triangle Building 25505 West Twelve Mile Road, Suite 3000 Southfield, MI 48034-8339 (248) 353-2700 www.creditacceptance.com NEWS RELEASE FOR IMMEDIATE RELEASE Date: March 10, 2006 Investor Relations: Douglas W. Busk Treasurer (248) 353-2700 Ext. 4432 IR@creditacceptance.com Pink Sheets Symbol: CACC CREDIT ACCEPTANCE ANNOUNCES OPERATING RESULTS FOR THE FIRST TWO MONTHS OF 2006 Southfield, Michigan - March 10, 2006 - Credit Acceptance Corporation (Pink Sheets: CACC) (the "Company") announced certain operating results for the first two months of 2006. The operational data set forth in this press release is for informational purposes to be used by investors in making decisions about whether to tender shares in the Company's previously announced modified Dutch auction tender offer. Results for the two months ended February 28, 2006 compared to the same two months in 2005 include the following: - Consumer Loan unit volume increased 12.0%. - The number of active dealer-partners increased 33.8%. - Consumer Loan unit volume per active dealer-partner decreased 16.2%. Dealer-Partner Enrollments and Volume The number of active dealer-partners is a function of new dealer-partner enrollments and attrition. Active dealer-partners are dealer-partners who submit at least one loan during the period. The following table summarizes active dealer-partners and corresponding unit volume for the two months ended February 28, 2006:
Two Months Ended February 28, 2006 Two Months Ended February 28, 2005 Unit Unit Dealer-Partners Volume Average Dealer-Partners Volume Average Production from two months ended December 31 of the prior year 1,256 11,963 9.5 978 10,611 10.8 Attrition (1) (131) (326) 2.5 (74) (142) 1.9 Volume change from dealer-partners active in both periods n/a 6,412 n/a n/a 5,922 n/a ------------------------------ ------------------------------- Current period volume from dealer-partners active both periods 1,125 18,049 16.0 904 16,391 18.1 New dealer-partners (2) 150 1,004 6.7 87 723 8.3 Restarts (3) 114 381 3.3 47 232 4.9 ------------------------------ ------------------------------- Current period production 1,389 19,434 14.0 1,038 17,346 16.7
(1) Dealer-partner attrition is measured according to the following formula: dealer-partners active during the prior period who become inactive in the current period. (2) Excludes new dealer-partners that have enrolled in the Company's program, but have not submitted at least one loan during the period. (3) Restarts are previously active dealer-partners that were inactive during the prior period who became active during the current period. 1 Loan Portfolio Performance The following table compares the Company's forecast of Consumer Loan collection rates for loans accepted by year in the United States as of February 28, 2006 with the forecast as of December 31, 2005:
Loan Origination Year February 28, 2006 December 31, 2005 Forecasted Collection % Forecasted Collection % Variance 1995 54.9% 54.9% 0.0% 1996 55.0% 55.0% 0.0% 1997 58.3% 58.3% 0.0% 1998 67.6% 67.7% (0.1%) 1999 72.7% 72.7% 0.0% 2000 73.2% 73.2% 0.0% 2001 67.4% 67.2% 0.2% 2002 70.4% 70.3% 0.1% 2003 74.3% 74.0% 0.3% 2004 73.4% 72.9% 0.5% 2005 74.9% 73.6% 1.3%
During the two months ended February 28, 2006, collection rates were generally consistent with the Company's expectations. Cautionary Statement Regarding Forward Looking Information Certain statements in this release that are not historical facts, such as those using terms like "believes," "expects," "anticipates," "assumes," "forecasts," "estimates" and those regarding the Company's future results, plans and objectives, are "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements represent the Company's outlook only as of the date of this release. While the Company believes that its forward-looking statements are reasonable, actual results could differ materially since the statements are based on current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include the following: - the Company's potential inability to accurately forecast and estimate the amount and timing of future collections, - increased competition from traditional financing sources and from non-traditional lenders, - the unavailability of funding at competitive rates of interest, - the Company's potential inability to continue to obtain third party financing on favorable terms, - the Company's potential inability to generate sufficient cash flow to service its debt and fund its future operations, - adverse changes in applicable laws and regulations, - adverse changes in economic conditions, - adverse changes in the automobile or finance industries or in the non-prime consumer finance market, - the Company's potential inability to maintain or increase the volume of automobile loans, - an increase in the amount or severity of litigation against the Company, - the loss of key management personnel or the inability to hire qualified personnel, - the effect of natural disasters, terrorist attacks and other potential disasters or attacks; and - various other factors discussed in the Company's reports filed with the Securities and Exchange Commission. Other factors not currently anticipated by management may also materially and adversely affect the Company's results of operations. The Company does not undertake, and expressly disclaims any obligation, to update or alter its statements whether as a result of new information, future events or otherwise, except as required by applicable law. Description of Credit Acceptance Corporation Since 1972, Credit Acceptance has provided auto loans to consumers, regardless of their credit history. Our product is offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our product, but who actually end up qualifying for traditional financing. Without our product, consumers may be unable to purchase a vehicle or they may purchase an unreliable one, or they may not have the opportunity to improve their credit standing. As we report to the three national credit reporting agencies, a significant number of our customers improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Pink Sheets under the symbol CACC. For more information, visit www.creditacceptance.com. 2 -----END PRIVACY-ENHANCED MESSAGE-----