-----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, T0+tA27zAlpnV37bfngt7nFkdc/E66RtKpxxfdwmt3J7e7VbPXQjAA8uKhUSMChb STl9w3pbOq4S1vKc/GBSyA== 0000950124-06-005224.txt : 20061206 0000950124-06-005224.hdr.sgml : 20061206 20060913143142 ACCESSION NUMBER: 0000950124-06-005224 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20061128 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: 061088305 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 k08110a1sctoviza.txt AMENDMENT NO.1 TO SCHEDULE TO ================================================================================ 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. 1 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* $110,250,000 AMOUNT OF FILING FEE** $11,796.75 ================================================================================
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 3,500,000 shares of the outstanding common stock at a price of $31.50 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: $11,796.75 Form or Registration No.: Schedule TO Filing Party: Credit Acceptance Corporation Date Filed: August 28, 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. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission ("SEC") on August 28, 2006 ("Schedule TO") by Credit Acceptance Corporation, a Michigan corporation ("CA"), in connection with the offer by CA to purchase up to 3,500,000 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price of not less than $28.00 per Share nor more than $31.50 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 August 28, 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. 1 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 1 THROUGH 11 Items 1 through 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and the Letter of Transmittal, are hereby amended as follows: The sixth bullet point in the answer to the question "Are there any conditions to the tender offer?" under the caption "Summary Term Sheet" on page 3 of the Offer to Purchase is amended and restated to read in its entirety as follows: "No change or event shall have occurred during the tender offer in, and CA shall not have learned during the tender offer of any events or circumstances that are reasonably likely to affect, the business, financial condition, assets, income or operations of CA or any of CA's subsidiaries that, in the reasonable judgment of CA, is or is reasonably likely to be, material and adverse to CA and its subsidiaries." The section of the Offer to Purchase captioned "Section 3. Procedures for Tendering Shares" is hereby amended by inserting, at the end of each of the first and third sentences under the subheading "Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects " on page 16 the following phrase after the word "parties": ", subject to a court of law having jurisdiction regarding such matters" The section of the Offer to Purchase captioned "Section 4. Withdrawal Rights" on page 17 is hereby amended by inserting, at the end of the second sentence of the third paragraph, the following phrase after the word "binding": ", subject to a court of law having jurisdiction regarding such matters" The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is hereby amended by amending and restating clause (b) of condition number (1) on page 19 as follows: "(b) in CA's reasonable judgment, could materially and adversely affect the business, financial condition, income or operations of CA and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of CA or any of its subsidiaries or materially impair CA's ability to purchase up to 3,500,000 shares in the tender offer;" The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is hereby further amended by amending and restating clause (c) of condition number (2) on page 19 as follows: "(c) materially and adversely affect the business, financial condition, income or operations of CA and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of CA or any of its subsidiaries;" The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is hereby further amended by 2 amending and restating clause (e) of condition number (3) on page 20 as follows: "(e) any significant decrease in the market price of the shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the reasonable judgment of CA, have a material adverse effect on the business, financial condition, income or operations of CA and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of CA or any of its subsidiaries," The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is hereby further amended by amending and restating condition number (7) on page 20 as follows: "(7) Any change or event shall have occurred in, or CA learns of events or circumstances that are reasonably likely to affect, the business, financial condition, assets, income or operations of CA or any of CA's subsidiaries that, in the reasonable judgment of CA, is or is reasonably likely to be, material and adverse to CA and its subsidiaries; or" The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is further amended by inserting, at the end of the last sentence of the last paragraph of such section at the top of page 21, the following phrase after the word "parties": ", subject to a court of law having jurisdiction regarding such matters" The section of the Offer to Purchase captioned "Section 9. Source and Amount of Funds" is hereby amended by amending and restating the last paragraph of such section at the top of page 23 as follows: The foregoing description is a summary of the material terms of the related agreements, which are exhibits to the Schedule TO in which this document has been filed with the Commission. The foregoing summary is subject to the terms of those agreements. Since the terms of such agreements are more detailed than the summary provided above, we urge you to read the actual provisions of such agreements. Section 12 on page 12 of the Letter of Transmittal captioned "Irregularities" is hereby amended by inserting, at the end of each of the first and third sentences of such section, the following phrase after the word "parties": ", subject to a court of law having jurisdiction regarding such matters" 3 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: September 13, 2006 4 CORRESP 2 filename2.txt [CREDIT ACCEPTANCE CORPORATION LETTERHEAD] September 13, 2006 U.S. Securities and Exchange Commission Office of Mergers and Acquisitions Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Credit Acceptance Corporation Schedule TO-C, filed August 28, 2006 File No. 005-45225 At the Staff's request, Credit Acceptance Corporation (the "Company") acknowledges that o the Company is responsible for the adequacy and accuracy of the disclosure in the filings; o Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and o the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, CREDIT ACCEPTANCE CORPORATION /s/ Douglas W. Busk Douglas W. Busk, Treasurer [DYKEMA LOGO] Dykema Gossett PLLC 400 Renaissance Center Detroit, Michigan 48243 WWW.DYKEMA.COM Tel: (313) 568-6800 Fax: (313) 568-6832 MARK A. METZ Direct Dial: (313) 568-5434 Email: mmetz@dykema.com September 13, 2006 Celeste M. Murphy, Esq. Special Counsel U.S. Securities and Exchange Commission Office of Mergers and Acquisitions, Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Re: Credit Acceptance Corporation Schedule TO-I, filed August 28, 2006 File No. 005-45225 Dear Ms. Murphy: On behalf of Credit Acceptance Corporation (the "Company"), attached please find Amendment No. 1 to the Schedule TO identified above, which is filed concurrently herewith. We are providing this letter as requested in the Staff's comment letter of September 7, 2006, to set forth the Company's responses to the comments contained in the Staff's letter. Each comment is set forth as numbered in the Staff's letter, followed immediately by the Company's response. Schedule TO-I Determination of Validity . . . page 16 1. We note your statement that "[a]ll questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility . . . and acceptance for payment of any tender of shares will be determined by CA, in its sole discretion, and CA's determination will be final and binding on all parties." Please revise this sentence to more precisely define its scope. It appears that your interpretation of the terms of the tender offer may not necessarily be final and binding on all parties. For example, while you may assert an offer condition when it is triggered, when parties contest asserted conditions, the judgments of courts of law are generally considered final and binding in such matters. Please make corresponding revisions throughout your document, including, but not limited to, the last sentence of your section entitled "Conditions of the Tender Offer." CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C. [DYKEMA LOGO] September 13, 2006 Page 2 RESPONSE: The disclosure in Section 3 has been modified in response to the Staff's comment. Similar revisions have been made in Section 4 and at the end of Section 7 of the Offer to Purchase and in Section 12 on page 12 of the Letter of Transmittal in response to the Staff's comment. Conditions of the Tender Offer, page 19 2. We note your seventh offer condition regarding "any change or event has occurred or is threatened in CA or CA's subsidiaries' business, condition (financial or otherwise), income, operations or prospects . . . . (emphasis added)." Please revise to specify or generally describe the prospects to which you refer and clarify what you mean by conditions other than financial, so that security holders will have the ability to objectively determine whether each condition has been triggered. RESPONSE: The disclosure in Conditions (1), (2), (3) and (7) in Section 7 and the sixth bullet point in the Summary Term Sheet under the caption "Are there any conditions to the tender offer?" has been modified in response to the Staff's comment to remove the reference to "prospects" and to change the "condition (financial or otherwise)" language to read "financial condition". 3. We reference the first sentence of your seventh offer condition. Describe what you mean by any change occurring or threatened in your "stock ownership" that is contemplated. Finally, tell us why it is appropriate that you may make such offer condition based on a "threatened" change as contemplated by this condition. Please revise this condition to specify or generally describe what you mean so that security holders will have the ability to objectively determine whether the condition has been triggered. RESPONSE: The disclosure in Condition (7) in Section 7 has been modified in response to the Staff's comment to modify the reference to "threatened" events or changes, and to remove the reference to "stock ownership". Source and Amount of Funds, page 21 4. Please eliminate the phrase from the last paragraph that the summary "is qualified in its entirety" by reference to the related agreements, which are exhibits to the Schedule TO. The qualification suggests that the offer summary may not be materially complete. RESPONSE: The disclosure at the end of Section 9 has been modified in response to the Staff's comment. CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C. [DYKEMA LOGO] September 13, 2006 Page 3 In view of the nature of the changes made to the Offer to Purchase or Letter of Transmittal, the Company does not believe that dissemination to shareholders of a supplement to the Offer to Purchase is required under Rule 13e-4(e)(3). Such dissemination is only required where a material change in the information published has occurred. It is the Company's view that none of the changes made to the Offer to Purchase or Letter of Transmittal, individually or in the aggregate, are material to shareholders or would be reasonably likely to change a reasonable shareholder's decision whether or not to tender their shares. When filed, Amendment No. 1 to the Schedule TO will be available to security holders on the Company's website and on the Commission's website. Attached to this letter is a letter from the Company addressed to the Securities and Exchange Commission acknowledging the matters requested on page 2 of the Staff's comment letter. Please contact either Priya Marwah Doornbos at (313) 568-5448 or me at (313) 568-5434 at your earliest convenience with any questions regarding the responses above, or if you have further comments. As the expiration date of the Offer is September 26, 2006 at 5:00 p.m., we would appreciate your prompt attention to this matter so as to avoid the time and expense associated with extending the expiration date of the offer. Very truly yours, DYKEMA GOSSETT PLLC Mark A. Metz CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C. -----END PRIVACY-ENHANCED MESSAGE-----