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. 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: Mark A. Metz, Esq. Dykema Gossett PLLC 400 Renaissance Center Detroit, MI 48243 (313) 568-6800 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $ 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 ---------------------------- --------------------------------------- Form or Registration No.: Schedule TO Date Filed: November 26, 2003 --------------------------- ------------------------------------------ [ ] 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] 2
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 26, 2003, as amended by Amendment No. 1 thereto filed with the Commission on December 18, 2003 and Amendment No. 2 thereto filed with the Commission on January 7, 2004 (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)(i) and (a)(1)(ii), respectively. 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 January 6, 2004. A total of 2,201,744 shares were properly tendered and not properly withdrawn at prices not greater than $17.00 nor less than $12.50 per share prior to the expiration of the tender offer. CAC accepted for payment a total of 2,201,744 shares at a purchase price of $17.00 per share. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding the following information: On January 13, 2004, the Company issued a press release announcing the final results of the tender offer, which expired on January 6, 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 (a)(5)(vii) Press release dated January 13, 2004 announcing final results of the Offer. 3
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: January 13, 2004 By: /s/ Brett A. Roberts ------------------------------- Brett A. Roberts Chief Executive Officer 4
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(5)(vii) Press release dated January 13, 2004 announcing final results of the Offer.
EXHIBIT (A)(5)(VII) [CREDIT ACCEPTANCE LOGO} SILVER TRIANGLE BUILDING 25505 WEST TWELVE MILE ROAD - SUITE 3000 SOUTHFIELD, MI 48034-8339 (248) 353-2700 WWW.CREDITACCEPTANCE.COM NEWS RELEASE FOR IMMEDIATE RELEASE DATE: JANUARY 13, 2004 INVESTOR RELATIONS: DOUGLAS W. BUSK CHIEF FINANCIAL OFFICER (248) 353-2700 EXT. 432 IR@CREDITACCEPTANCE.COM NASDAQ SYMBOL: CACC CREDIT ACCEPTANCE CORPORATION ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER SOUTHFIELD, MICHIGAN - JANUARY 13, 2004 - Credit Acceptance Corporation (Nasdaq: CACC) today announced the final results of its modified dutch auction tender offer, which expired at 5:00 p.m. Eastern Standard Time, on January 6, 2004. Based on the final count by Computershare Trust Company of New York, the depositary for the tender offer, 2,201,744 shares of common stock were properly tendered and not withdrawn at prices between $12.50 and $17.00 per share. The final count of shares purchased is less than the amount communicated in the Company's preliminary announcement on January 7, 2004, by 3,388 shares, reflecting failed delivery of these shares prior to 5:00 p.m. on January 9, 2004. Credit Acceptance has purchased all of the 2,201,744 tendered shares of its common stock at a price of $17.00 per share, at a total cost of approximately $37.4 million. The Company financed the purchase of its securities in the tender offer from existing cash reserves and by borrowing under its $135 million revolving credit facility. As a result of the completion of the tender offer, Credit Acceptance has approximately 39.9 million shares of common stock outstanding. Georgeson Shareholder Communications, Inc. was the information agent for the offer. Description of Credit Acceptance Corporation Credit Acceptance is a financial services company specializing in products and services for a network of automobile dealer-partners. Credit Acceptance provides its dealer-partners with financing sources for consumers with limited access to credit and delivers credit approvals instantly through the internet. Other dealer-partner services include marketing, sales training and a wholesale purchasing cooperative. Through its financing program, Credit Acceptance helps consumers change their lives by providing them an opportunity to strengthen and reestablish their credit standing by making timely monthly payments. Credit Acceptance is publicly traded on the NASDAQ National Market under the symbol CACC. For more information, visit www.creditacceptance.com.