SC TO-I/A

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. 5

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.

þ 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

o 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:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o 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: þ

     This Amendment No. 5 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, Amendment No. 2 thereto filed with the SEC on March 2, 2006, Amendment No. 3 thereto filed with the SEC on March 10, 2006 and Amendment No. 4 filed with the SEC on March 14, 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. 5 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.

      ITEMS 4. TERMS OF THE TRANSACTION.

          Item 4 is hereby amended and supplemented by adding the following information:

               The tender offer expired at 5:00 p.m., New York City time, on March 13, 2006. A total of 4,129,735 shares were properly tendered and not properly withdrawn at prices not greater than $25.00 nor less than $21.00 per share prior to the expiration of the Offer. CA accepted for payment a total of 4,129,735 shares at a purchase price of $25.00 per share.

      ITEM 11. ADDITIONAL INFORMATION.

          Item 11 is hereby amended and supplemented by adding the following information:

               On March 17, 2006, the Company issued a press release announcing the final results of the Offer, which expired on March 13, 2006. A copy of the press release is filed as Exhibit (a)(5)(x) 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)(x)	Press release dated March 17, 2006 announcing the final results of the Offer

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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 17, 2006

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EX-99.(A)(5)(X)

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 17, 2006

Investor Relations: Douglas W. Busk
Treasurer
(248) 353-2700 Ext. 4432
IR@creditacceptance.com

Pink Sheets Symbol: CACC

CREDIT ACCEPTANCE CORPORATION ANNOUNCES
FINAL RESULTS OF ITS
MODIFIED DUTCH AUCTION TENDER OFFER

     Southfield, Michigan — March 17, 2006 — Credit Acceptance Corporation (Pink Sheets: CACC) (the “Company”) announced the final results of its modified Dutch auction tender offer, which expired at 5:00 p.m. Eastern Standard Time, on March 13, 2006. Credit Acceptance commenced the tender offer on February 10, 2006 to purchase up to 5,000,000 shares of its common stock at a price between $21.00 and $25.00 per share, net to the seller in cash, without interest. Based on the final count by Computershare Trust Company of New York, the depositary for the tender offer, 4,129,735 shares of common stock were properly tendered and not withdrawn at prices between $21.00 and $25.00 per share. The final count of shares purchased is more than the amount communicated in the Company’s preliminary announcement on March 14, 2006, by 75,994 shares. Credit Acceptance has purchased all of the 4,129,735 tendered shares of its common stock at a price of $25.00 per share, at a total cost of approximately $103.2 million. The Company financed the purchase of its securities in the tender offer by borrowing under its $135.0 million revolving credit facility and $325.0 million revolving warehouse facility.

     As a result of the completion of the tender offer, Credit Acceptance has approximately 33.0 million shares of common stock outstanding. Georgeson Shareholder Communications, Inc. was the information agent for the offer.

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.