-----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, Uegf4z19lbkVnre2e1bpP+6pyVt+L+wRJ9KjepU+kB0uW8TNx24mfTmOnAy27HPz C4qirVKYxqx68Jd7NsbVHQ== 0000950124-06-005710.txt : 20061003 0000950124-06-005710.hdr.sgml : 20061003 20061003145610 ACCESSION NUMBER: 0000950124-06-005710 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061003 DATE AS OF CHANGE: 20061003 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: 061123989 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 k08846a5sctoviza.txt AMENDMENT NO. 5 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. 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* $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: |X| ================================================================================ This Amendment No. 5 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, Amendment No. 3 filed with the SEC on September 22, 2006 and Amendment No. 4 filed with the SEC on September 27, 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. 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 September 26, 2006. A total of 20,552,028 shares were properly tendered and not properly withdrawn at prices not greater than $31.50 nor less than $28.00 per share prior to the expiration of the Offer. CA accepted for payment a total of 3,500,000 shares at a purchase price of $31.50 per share. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding the following information: On October 3, 2006, the Company issued a press release announcing the final results of the Offer, which expired on September 26, 2006. A copy of the press release is filed as Exhibit (a)(5)(ix) 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)(ix) Press release dated October 3, 2006 announcing final 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: October 3, 2006 3 Exhibit Index Exhibit No. Description - ----------- ----------- (a)(5)(ix) Press release dated October 3, 2006 announcing final results of the Offer.
EX-99.(A)(5)(IX) 2 k08846a5exv99wxayx5yxixy.txt PRESS RELEASE DATED OCTOBER 3, 2006 EXHIBIT (a)(5)(ix) 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: OCTOBER 3, 2006 INVESTOR RELATIONS: DOUGLAS W. BUSK TREASURER (248) 353-2700 EXT. 4432 IR@CREDITACCEPTANCE.COM NASDAQ: CACC CREDIT ACCEPTANCE CORPORATION ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER SOUTHFIELD, MICHIGAN -- OCTOBER 3, 2006 -- CREDIT ACCEPTANCE CORPORATION (NASDAQ: 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 September 26, 2006. Credit Acceptance 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. Based on the final count by Computershare Trust Company of New York, the depositary for the tender offer, 20,552,028 shares of common stock were properly tendered and not withdrawn at prices between $28.00 and $31.50 per share. The final count of shares properly tendered is less than the amount communicated in the Company's preliminary announcement on September 27, 2006 by 24,584 shares due to failed deliveries of guaranteed delivery shares. Because more than the maximum 3,500,000 shares were tendered, the Company purchased 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. The proration factor used by the Company in purchasing tendered shares was 17.0%. Credit Acceptance has purchased 3,500,000 tendered shares of its common stock at a price of $31.50 per share, at a total cost of approximately $110.3 million, which includes 3,313,629 shares owned by Donald Foss, the Company's Chairman of the Board. 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 30.1 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 NASDAQ under the symbol CACC. For more information, visit creditacceptance.com. 1 -----END PRIVACY-ENHANCED MESSAGE-----