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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
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 Person)
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**
$60,000,000 $7,602.00
*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: [ ]
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This Amendment No. 2 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 (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 (the "Offer"). Capitalized terms used herein
but not otherwise defined have the meanings ascribed to such terms in the Offer
to Purchase.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by adding the following
information:
On September 10, 2004, the Company issued a press release
announcing the preliminary results of the tender offer, which
expired on Thursday, September 9, 2004. A copy of the 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
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(a)(5)(vi) Press release dated September 10, 2004 announcing
preliminary 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. 2 to Schedule TO is true,
complete and correct.
CREDIT ACCEPTANCE CORPORATION
Dated: September 10, 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 10, 2004 announcing
preliminary results of the Offer.
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