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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3
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
VICE PRESIDENT - GENERAL COUNSEL AND CORPORATE SECRETARY
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:
KENT E. SHAFER
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
150 WEST JEFFERSON, SUITE 2500
DETROIT, MICHIGAN 48226
(313) 963-6420
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$60,000,000 $7,602.00
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*Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of a total of 3,000,000 shares of the outstanding
common stock at a price of $20.00 per share in cash.
**The amount of the filing fee equals $126.70 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: $7,602.00 Filing Party: Credit Acceptance
Corporation
Form or Registration No. Schedule TO Dated Filed: August 11, 2004
[ ] 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]
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on August 11,
2004, as amended by Amendment No. 1 thereto ("Amendment No. 1") filed with the
Commission on August 24, 2004 and Amendment No. 2 thereto ("Amendment No. 2")
filed with the Commission on September 10, 2004 (as so amended the "Schedule
TO"), by Credit Acceptance Corporation, a Michigan corporation (the "Company" or
"CAC"), in connection with the offer by the Company to purchase up to 3,000,000
shares of its Common Stock, par value $.01 per share (the "Shares"), at a price
between $14.00 and $20.00 per Share, net to the seller in cash without interest,
upon the terms and subject to the conditions described in the Offer to Purchase
dated August 11, 2004 (the "Offer to Purchase") and the related Letter of
Transmittal, both as amended by Amendment No. 1 and Amendment No. 2 (the
"Offer"). Capitalized terms used herein but not otherwise defined have the
meaning ascribed to such terms in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following language:
The tender offer expired at 5:00 p.m., New York City time, on September 9,
2004. A total of 2,673,073 shares were properly tendered and not properly
withdrawn at prices not greater than $20.00 nor less than $14.00 per share prior
to the expiration of the tender offer. CAC accepted for payment a total of
2,673,073 shares at a purchase price of $20.00 per share.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by adding the following
information:
On September 15, 2004, the Company issued a press release announcing the
final results of the tender offer, which expired on September 9, 2004. A copy of
the press release is filed as Exhibit (a)(5)(vii) 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
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(a)(5)(vi) Press release dated September 15, 2004 announcing 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 Amendment No. 3 to Schedule TO is true,
complete and correct.
CREDIT ACCEPTANCE CORPORATION
Dated: September 15, 2004 By: /s/ Brett A. Roberts
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Brett A. Roberts
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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(a)(5)(vi) Press release dated September 15, 2004 announcing final
results of the Offer.
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