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. 1
Credit Acceptance Corporation
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(Name of Subject Company (Issuer))
Credit Acceptance Corporation
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(Name of Filing Person (Offeror))
Common Stock, Par Value $.01 Per Share
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(Title of Class Securities)
225310-10-1
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(CUSIP Number of Class of Securities)
Charles A. Pearce
Vice President - General Counsel and Corporate Secretary
Credit Acceptance Corporation
25505 West Twelve Mile Road, Suite 3000
Southfield, MI 48034-8339
(248) 353-2700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Mark A. Metz, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6800
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$ 44,200,000 $ 3,576
* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of a total of 2,600,000 shares of the
outstanding common stock at a price of $17.00 per share in cash.
** The amount of the filing fee equals $80.90 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: $3,576 Filing Party: Credit Acceptance Corporation
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Form or Registration No.: Schedule TO Date Filed: November 26, 2003
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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. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on November 26,
2003 (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 2,600,000 shares of its Common Stock, par value $.01
per share (the "Shares") at a price between $12.50 and $17.00 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 November 26, 2003 (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) and (a)(2), respectively.
ITEM 1. SUMMARY TERM SHEET.
The section of the Offer to Purchase captioned "Summary Term Sheet,"
under the subsection "What will the purchase price for the shares be and what
will be the form of payment?" is hereby amended by amending and restating the
seventh sentence to read as follows:
You should understand that this election will have the same
effect as if you selected the minimum price of $12.50 per
share.
ITEM 4. TERMS OF THE TRANSACTION.
The section of the Offer to Purchase captioned "Section 1. Number of
Shares; Proration" under the subsection "General" is hereby amended by amending
and restating the second sentence of the fifth paragraph to read as follows:
Alternatively, shareholders desiring to tender shares can
choose not to specify a price and, instead, specify that they
will sell their shares at the purchase price ultimately paid
for shares properly tendered and not properly withdrawn in the
tender offer, which could result in the tendering shareholder
receiving a price per share as low as $12.50 or as high as
$17.00, and will have the same effect as if the shareholder
selected the minimum price of $12.50 per share.
The section of the Offer to Purchase captioned "Section 3. Procedures
for Tendering Shares" under the subsection "Proper Tender of Shares" is hereby
amended by amending and restating the second sentence of the second paragraph to
read as follows:
Note that this election will have the same effect as if you
selected the minimum price of $12.50 per share.
The information set forth in the section of the Offer to Purchase
captioned "Section 7. Conditions of the Tender Offer" is incorporated herein by
reference. In addition, the section of the Offer to Purchase captioned "Section
7. Conditions of the Tender Offer" is hereby amended by amending and restating
paragraph (7) to read as follows:
(7) any change or event has occurred or is threatened in CAC
or CAC's subsidiaries' business, condition (financial or
otherwise), assets, income, operations, prospects or stock
ownership that, in the reasonable judgment
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of CAC, is or is reasonably likely to have a material adverse
effect on CAC and its subsidiaries; or
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The section of the Offer to Purchase captioned "Section 15. Fees and
Expenses" is hereby amended by amending and restating the first paragraph to
read as follows:
CAC has retained Georgeson Shareholder Communications, Inc. to
act as information agent and Computershare Trust Company of
New York to act as depositary in connection with the tender
offer. The information agent may contact holders of shares by
mail, telephone, telegraph and in person, and may request
brokers, dealers, commercial banks, trust companies and other
nominee shareholders to forward materials relating to the
tender offer to beneficial owners. The information agent and
depositary will receive reasonable and customary compensation
for their services as information agent and depositary. The
amount of such compensation is not material to CAC's business
or operations. The information agent and depositary will also
be reimbursed by CAC for specified reasonable out-of-pocket
expenses, and will be indemnified against certain liabilities
in connection with the tender offer, including certain
liabilities under the U.S. federal securities laws.
ITEM 11. ADDITIONAL INFORMATION.
The section of the Offer to Purchase captioned "Important" is hereby
amended by amending and restating the second paragraph to read as follows:
If you wish to maximize the chance that your shares will be
purchased by us, you should check the box in the section of
the letter of transmittal captioned "Shares Tendered at Price
Determined Under the Tender Offer." You should understand that
this election will have the same effect as if you selected the
minimum price of $12.50 per share.
The section of the Offer to Purchase captioned "Forward-Looking
Statements" is hereby amended by deleting the first sentence of the second
paragraph.
The section of the Offer to Purchase captioned "Section 10. Certain
Information Concerning CAC" under the subsection "Incorporation by Reference" is
hereby amended by amending and restating the first paragraph to read as follows:
CAC's annual report on Form 10-K for the year ended December
31, 2002, its quarterly reports on Form 10-Q for the quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003,
and its Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 11, 2003 are
incorporated herein by reference and shall be deemed to be
a part hereof. Any statement contained in a document
incorporated by reference herein shall be deemed to be
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modified or superseded for purposes of this offer to purchase
to the extent that a statement contained herein modifies or
supersedes such statement. Any statement so modified shall not
be deemed to constitute a part of this offer to purchase,
except as so modified or superseded.
The cover page of the Letter of Transmittal is hereby amended by
amending and restating the last sentence of paragraph 2. to read as follows:
You should understand that this election will have the same
effect as if you selected the minimum price of $12.50 per
share.
The section of the Letter of Transmittal entitled "Price Per Share At
Which Shares Are Being Tendered" on page 6 is hereby amended by amending and
restating the last sentence of Box B to read as follows:
I understand this action will have the same effect as if I
selected the minimum price of $12.50 per share.
The section of the Letter of Transmittal entitled "Instructions to
Letter of Transmittal Forming Part of the Terms of the Tender Offer" on page 10
is hereby amended by amending and restating the second sentence of instruction
5. to read as follows:
Selecting Box B will be treated the same as if the shareholder
selected the minimum price of $12.50 per share.
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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. 1 to Schedule TO is true,
complete and correct.
CREDIT ACCEPTANCE CORPORATION
Dated: December 18, 2003 By: /s/ Brett A. Roberts
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Brett A. Roberts
Chief Executive Officer
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