-----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, RDxwBdWDvCEKwHTZRGICgWV+pMR0aloPc4+cL0o3LV/Ksz11xYbDdb4pW3r72QDu Ax/xQObNY/CnqignCSfgTQ== 0000950124-06-005578.txt : 20060927 0000950124-06-005578.hdr.sgml : 20060927 20060927161500 ACCESSION NUMBER: 0000950124-06-005578 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060927 DATE AS OF CHANGE: 20060927 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: 061111401 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 k08110a4sctoviza.txt AMENDMENT NO. 4 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. 4 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. 4 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 filed with the SEC on September 13, 2006, Amendment No. 2 filed with the SEC on September 15, 2006 and Amendment No. 3 filed with the SEC on September 22, 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. 4, 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 27, 2006, the Company issued a press release announcing the preliminary results of the Offer, which expired on September 26, 2006. 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 September 27, 2006 announcing preliminary results of the Offer.
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 27, 2006 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION -------------- ----------- (a)(5)(viii) Press release dated September 27, 2006 announcing preliminary results of the Offer.
EX-99.(A)(5)(VIII) 2 k08110a4exv99wxayx5yxviiiy.txt PRESS RELEASE DATED SEPTEMBER 27, 2006 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 27, 2006 INVESTOR RELATIONS: DOUGLAS W. BUSK TREASURER (248) 353-2700 EXT. 4432 IR@CREDITACCEPTANCE.COM NASDAQ SYMBOL: CACC CREDIT ACCEPTANCE CORPORATION ANNOUNCES PRELIMINARY RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER SOUTHFIELD, MICHIGAN -- SEPTEMBER 27, 2006 -- CREDIT ACCEPTANCE CORPORATION (NASDAQ: CACC) (the "Company") announced the preliminary results of its modified Dutch auction tender offer, which expired at 5:00 p.m. on September 26, 2006. The Company commenced the tender offer on August 28, 2006 to purchase up to 3,500,000 shares of its common stock at a price between $28.00 and $31.50 per share, net to the seller in cash, without interest. Georgeson Shareholder Communications, Inc. acted as information agent for the offer and Computershare Trust Company of New York acted as the depositary. Based on a preliminary count by the depositary, the total number of shares tendered in the offer was 20,576,612, which includes 17,000,000 shares tendered at $31.50 per share and 2,500,000 shares tendered at $29.50 per share by Donald Foss, the Company's Chairman of the Board. Of the total shares tendered, 1,506,867 were tendered pursuant to the guaranteed delivery procedure described in the Company's Offer to Purchase. Tenders made pursuant to the guaranteed delivery procedure will be accepted upon receipt of the related stock certificates or confirmation of book entry transfer, along with any other required documentation within three business days after the notice of guaranteed delivery was delivered to the depositary. Based on the preliminary count, the Company expects to purchase 3,500,000 properly tendered shares at $31.50 per share, net to the seller in cash, without interest, for a total purchase price of approximately $110.3 million. All shares purchased in the tender offer will be purchased at the same price. Because more than the maximum 3,500,000 shares were tendered, the Company will purchase only a prorated portion of the shares tendered by each tendering shareholder, other than odd lot shareholders, as described in the Company's Offer to Purchase. Based on the preliminary count, the Company expects the proration factor to be approximately 17.0%. The actual number of shares to be purchased, the proration factor and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. The actual number of shares, the proration factor and purchase price per share will be announced promptly following completion of the verification process. Payment for shares accepted and the return of all shares tendered but not accepted will occur promptly after determination of the number of shares properly tendered. 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. -----END PRIVACY-ENHANCED MESSAGE-----