-----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, S5QDK/salpd7iaTuAe1kCZKwVjTsL5ZvwLr+/K0bISqhEnk+GajQS57wrT/H9oFC gDdorx+RTOZ3Gf+xJZD/5A== 0000950124-06-005290.txt : 20060915 0000950124-06-005290.hdr.sgml : 20060915 20060915162210 ACCESSION NUMBER: 0000950124-06-005290 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060915 DATE AS OF CHANGE: 20060915 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: 061093662 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 k08110a2sctoviza.txt AMENDMENT NO. 2 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. 2 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. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission ("SEC") on August 28, 2006 ("Schedule TO"), as amended by Amendment No. 1 thereto filed with the SEC on September 13, 2006, 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. Except as expressly set forth in this Amendment No. 2, all other terms of the Tender Offer Statement remain unchanged. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding the following information: On September 15, 2006, the Company issued a press release announcing preliminary operating results. This press release is filed as Exhibit (a)(5)(vi) 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)(vi) Press release dated September 15, 2006 announcing preliminary operating results.
2 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 15, 2006 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(5)(vi) Press release dated September 15, 2006 announcing preliminary operating results.
4 EX-99.(A)(5)(VI) 2 k08110a2exv99wxayx5yxviy.txt PRESS RELEASE DATED SEPTEMBER 15, 2006 EXHIBIT (a)(5)(vi) SILVER TRIANGLE BUILDING 25505 WEST TWELVE MILE ROAD, SUITE 3000 SOUTHFIELD, MI 48034-8339 (248) 353-2700 CREDITACCEPTANCE.COM NEWS RELEASE FOR IMMEDIATE RELEASE DATE: SEPTEMBER 15, 2006 INVESTOR RELATIONS: DOUGLAS W. BUSK TREASURER (248) 353-2700 EXT. 4432 IR@CREDITACCEPTANCE.COM NASDAQ SYMBOL: CACC CREDIT ACCEPTANCE ANNOUNCES OPERATING RESULTS FOR THE TWO MONTHS ENDED AUGUST 31, 2006 SOUTHFIELD, MICHIGAN -- SEPTEMBER 15, 2006 -- CREDIT ACCEPTANCE CORPORATION (NASDAQ: CACC) (the "Company") announced certain operating results for the two months ended August 31, 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 August 31, 2006 compared to the same period in 2005 include the following: - Consumer loan unit volume increased 12.0%. - Consumer loan dollar volume increased 25.2%. - The number of active dealer-partners increased 20.1%. - Consumer loan unit volume per active dealer-partner decreased 7.1%. - Net cash collections on loans increased 16.5%. - Dealer holdback payments increased 27.2%. The Company modified its loan pricing model during the first two months of the third quarter of 2006. The composition of new loan originations changed during the two months ended August 31, 2006 compared to the same period in 2005 as follows: (1) The average loan size is larger by 11.8%, (2) the average loan term increased from 35 to 40 months, (3) the projected return on capital has decreased by approximately 100 basis points, and (4) the average spread between the advance rate and the expected collection rate has decreased by approximately 300 basis points. The following tables summarize unit and dollar volume activity: (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, EIGHT MONTHS ENDED AUGUST 31, --------------------------------- -------------------------------- 2006 2005 % CHANGE 2006 2005 % CHANGE ---- ---- -------- ---- ---- -------- Consumer loan unit volume 49,170 44,865 9.6 64,373 58,442 10.1 Consumer loan dollar volume $583,474 $539,763 8.1 $781,906 $698,225 12.0
ONE MONTH ENDED JULY 31, ONE MONTH ENDED AUGUST 31, TWO MONTHS ENDED AUGUST 31, ------------------------------ ------------------------------ ------------------------------ 2006 2005 % CHANGE 2006 2005 % CHANGE 2006 2005 % CHANGE ---- ---- -------- ---- ---- -------- ---- ---- -------- Consumer loan unit volume 6,506 6,202 4.9 8,697 7,375 17.9 15,203 13,577 12.0 Consumer loan dollar volume $83,927 $72,700 15.4 $114,505 $85,762 33.5 $198,432 $158,462 25.2
DEALER-PARTNER ENROLLMENTS AND VOLUME The following table summarizes the changes in active dealer-partners and corresponding consumer loan unit volume for the two months ended August 31, 2006 and 2005:
TWO MONTHS ENDED AUGUST 31, -------------------------------- 2006 2005 % CHANGE ------ ----- -------- Consumer loan unit volume 15,203 13,577 12.0 Active dealer-partners (1) 1,458 1,214 20.1 ------- ------ Average volume per dealer-partner 10.4 11.2 -7.1 Consumer loan unit volume from dealer-partners active both periods 10,006 10,469 -4.4 Dealer-partners active both periods 778 778 -- ------- ------ Average volume per dealer-partner active both periods 12.9 13.5 -4.4 Consumer loan unit volume from new dealer-partners 683 726 -5.9 New active dealer-partners (2) 147 136 8.1 ------- ------ Average volume per new active dealer-partner 4.6 5.3 -13.2 Attrition (3) -22.9% -16.3%
(1) Active dealer-partners are dealer-partners who submit at least one consumer loan during the period. (2) New dealer-partners are dealer-partners that have enrolled in the Company's program and have submitted their first consumer loan to the Company during the period. (3) Attrition is measured according to the following formula: decrease in consumer loan unit volume from dealer-partners who submitted at least one consumer loan during the comparable period of the prior year but who submitted no consumer loans during the current period divided by prior year comparable period consumer loan unit volume. CONSUMER LOAN PERFORMANCE The following table compares the Company's forecast of consumer loan collection rates as of August 31, 2006 with the forecast as of December 31, 2005:
August 31, 2006 December 31, 2005 Loan Origination Year Forecasted Collection % Forecasted Collection % Variance - --------------------- ----------------------- ----------------------- -------- 1996 55.1% 55.0% 0.1% 1997 58.4% 58.3% 0.1% 1998 67.6% 67.7% -0.1% 1999 72.5% 72.7% -0.2% 2000 73.1% 73.2% -0.1% 2001 67.6% 67.2% 0.4% 2002 70.6% 70.3% 0.3% 2003 74.4% 74.0% 0.4% 2004 73.8% 72.9% 0.9% 2005 74.3% 73.6% 0.7%
During the two months ended August 31, 2006, collection rates were generally consistent with the Company's expectations. 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of its forward-looking statements. Certain statements in this release that are not historical facts, such as those using terms like "may," "will," "should," "believes," "expects," "anticipates," "assumes," "forecasts," "estimates," "appears," "intends," "plans" 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 our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of the Company's Form 10-K for the year ended December 31, 2005, other risk factors discussed herein or listed from time to time in the Company's reports filed with the Securities and Exchange Commission and the following: - - The Company's inability to accurately forecast the amount and timing of future collections could have a material adverse effect on results of operations. - - Due to increased competition from traditional financing sources and non-traditional lenders, the Company may not be able to compete successfully. - - The Company's ability to maintain and grow the business is dependent on the ability to continue to access funding sources and obtain capital on favorable terms. - - The Company may not be able to generate sufficient cash flow to service its outstanding debt and fund operations. - - The substantial regulation to which the Company is subject limits the business, and such regulation or changes in such regulation could result in potential liability. - - Adverse changes in economic conditions, or in the automobile or finance industries or the non-prime consumer finance market, could adversely affect the Company's financial position, liquidity and results of operations and its ability to enter into future financing transactions. - - Litigation the Company is involved in from time to time may adversely affect its financial condition, results of operations and cash flows. - - The Company is dependent on its senior management and the loss of any of these individuals or an inability to hire additional personnel could adversely affect its ability to operate profitably. - - Natural disasters, acts of war, terrorist attacks and threats or the escalation of military activity in response to such attacks or otherwise may negatively affect the business, financial condition and results of operations. 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 NASDAQ under the symbol CACC. For more information, visit creditacceptance.com. 3 -----END PRIVACY-ENHANCED MESSAGE-----