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As filed with the Securities and Exchange Commission on December 19, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CREDIT ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in
its charter)
Michigan 38-1999511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25505 West Twelve Mile Road,
Suite 3000
Southfield, Michigan 48034
(810) 353-2700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Brett A. Roberts
25505 West Twelve Mile Road, Suite 3000
Southfield, Michigan 48034
(810) 353-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Fredrick M. Miller, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6800
Approximate date of commencement of proposed sale to public: From
time to time after this Registration Statement is declared effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or investment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Aggregate Maximum
Title Of Amount Offering Aggregate Amount of
Shares To Be To Be Price Offering Registration
Registered Registered Per Unit* Price* Fee**
- ------------ ---------- --------- --------- ------------
Common Stock 200,000 $23.375 $4,675,000 $1,417
$.01 par value shares
* Estimated solely for purposes of computing the registration fee.
** Calculated on the basis of the average of the high and low reported sale
prices of the Common Stock on the Nasdaq National Market on December 16,
1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 19, 1996
PROSPECTUS
CREDIT ACCEPTANCE CORPORATION
200,000 SHARES
COMMON STOCK
The 200,000 shares of Common Stock of Credit Acceptance Corporation
(the "Company") offered hereby are presently outstanding shares that may be
sold from time to time in the market or in other transactions by certain
shareholders of the Company (the "Selling Shareholders") listed under
"Selling Shareholders". See "Selling Shareholders" and "Plan of
Distribution". None of the proceeds of these sales will be received by the
Company. This offering is not underwritten. The Company's principal
executive offices are located at 25505 West Twelve Mile Road, Suite 3000,
Southfield, Michigan 48034 (telephone number: (810) 353-2700).
The Common Stock is traded on the Nasdaq Stock Market's National
Market (the "National Market"). The average of the high and low sales
prices of the Common Stock on December 16, 1996 on the National Market was
$23.38.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
The shares of Common Stock offered hereby will be sold at market
prices prevailing from time to time or otherwise at prices then obtainable.
Expenses relating to this offering, estimated at approximately $10,000, will
be paid by the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the
Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661-2511. In addition, copies of such
material can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
the Company.
This Prospectus is a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain of the information
included in such Registration Statement. The Registration Statement may be
inspected by anyone at the office of the Commission without charge, and
copies of all or any part of it may be obtained upon payment of the
Commission's charge for copying. For further information about the Company
and its securities, reference is hereby made to such Registration Statement,
and to the exhibits and financial schedules filed as part thereof or
otherwise incorporated herein. Each summary herein of additional
information included in the Registration Statement or any exhibit thereto is
qualified in its entirety by reference to such information or exhibit.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and the amendments thereto) filed by the
Company (File No. 000-20202) with the Commission are hereby incorporated by
reference and made a part hereof:
(a) The description of the Company's Common Stock included in
the Registration Statement on Form S-1 (No. 33-46722)
(incorporated by reference into the Company's Exchange Act
Registration Statement on Form 8-A, dated April 28, 1992);
(b) Annual Report on Form 10-K for the year ended December 31,
1995; and
(c) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering of the
securities covered by this Prospectus shall be deemed to be incorporated
herein by reference and to be a part hereof from the respective date of
filing of each such document. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
To the extent the foregoing documents are incorporated by reference
herein, copies may be obtained without charge (other than for exhibits to
such documents) upon written request directed to the Company's principal
executive office, located at 25505 West Twelve Mile Road, Suite 3000,
Southfield, Michigan 48034 (telephone number: (810) 353-2700), to the
attention of the Chief Financial Officer.
THE COMPANY
Credit Acceptance Corporation is a specialized financial services
company which provides funding, receivables management, collection, sales
training and related products and services to automobile dealers (the
"Dealers") located in the United States, the United Kingdom, Canada and
Ireland. The Company assists Dealers with the sale of used vehicles by
providing an indirect source of financing for buyers with limited access to
traditional sources of consumer credit (the "Non-prime Consumers"). The
Company also provides Dealers with enhancements to the Company's program
which provide the Non-prime Consumer with the opportunity to purchase
point-of-sale dual interest collateral protection insurance, credit life and
disability insurance and vehicle service contracts (the "Ancillary
Products"). To a significantly lesser extent, the Company assists Dealers
in financing their inventories and businesses by providing floor plan
financing and secured working capital loans.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING THE SHARES OF COMMON STOCK OFFERED BY
THIS PROSPECTUS.
COMPETITION AND MARKET CONDITIONS
The automobile finance market for Non-prime Consumers (the
"Non-prime Market") is very fragmented and highly competitive. The Company
believes there are numerous non-traditional consumer finance companies
serving this market. Furthermore, during the past few years, a number of
competitors have completed initial public offerings of common stock in order
to fund expansion and support increased purchases of installment contracts
(the "Contracts"). Historically, traditional financing sources (commercial
banks, savings and loans, credit unions, captive finance companies and other
consumer lenders), many of which have significantly greater resources than
the Company and may be able to offer more attractive terms to Dealers, have
not consistently served this market. To the extent that traditional and
non-traditional lenders significantly expand their activities in the
Non-Prime Market, the Company's ability to implement its growth strategy may
be adversely affected.
The Company's business is also affected by certain demographic,
economic and industry trends. The Company believes recent trends favor
increased growth in the portion of the auto finance industry which serves
Non-prime Consumers. There can be no assurance that these trends will
continue, which could have a material adverse effect on the Company's
business.
REGULATION AND LITIGATION
The Company's business is subject to various state, federal and
foreign laws and regulations which require licensing and qualification,
limit interest rates, fees and other charges associated with Contracts
assigned to the Company, require specified disclosures by automobile dealers
to consumers, govern the sale and terms of the Ancillary Products and define
the Company's rights to repossess and sell collateral. Failure to comply
with, or an adverse change in, these laws or regulations could have a
material adverse effect on the Company by, among other things, limiting the
states or countries in which the Company may operate, restricting the
Company's ability to realize the value of the collateral securing the
Contracts or could result in potential liability related to Contracts
accepted from Dealers. In addition, governmental regulations which would
deplete the supply of used vehicles, such as environmental protection
regulations governing emissions or fuel consumption, could have a material
adverse effect on the Company. The Company is not aware of any such
legislation currently pending.
The sale of insurance products by Dealers is also subject to state
laws and regulations. As the Company does not deal directly with Non-prime
Consumers in the sale of insurance products, it does not believe that its
business is significantly affected by such laws and regulations.
Nevertheless, there can be no assurance that insurance regulatory
authorities in the jurisdictions in which Ancillary Products are offered by
Dealers will not seek to regulate the Company or restrict the operation of
the Company's business in such jurisdictions. Any such action could
materially adversely affect the income received from the Ancillary Products.
The Company's reinsurance subsidiary is licensed, and is subject to
regulation, in the state of Arizona, and its insurance agency subsidiaries
are licensed in the states of Michigan, Illinois, Indiana and Ohio.
Due to the consumer-oriented nature of the industry in which the
Company operates, industry participants frequently are named as defendants
in litigation involving alleged violations of state, federal and foreign
truth in lending, credit availability, credit reporting, consumer
protection, warranty, debt collection, insurance and other consumer-oriented
laws and regulations, if applicable. Many of these cases are filed as
purported class actions and seek damages in large dollar amounts. Although
the Company has been, and is currently, involved in litigation of this type,
the Company's experience has been that such claims are often brought as
counterclaims in response to efforts by the Company to collect delinquent
accounts and have not been financially significant. Direct claims by
consumers against the Company have been infrequent and, as of the date of
this Prospectus, no class actions have been certified against the Company.
There can be no assurance that the frequency of litigation will not
increase as the Company's business activities continue to expand. The
Company believes that the structure of its Dealer program and the Ancillary
Products, including the terms and conditions of its servicing agreement with
Dealers, may mitigate its risk of loss in any such litigation.
CONTROL BY PRINCIPAL SHAREHOLDER
Donald A. Foss, the Company's Chairman and Chief Executive Officer,
beneficially owns approximately 52.2% of the Common Stock. As such, Mr.
Foss is in a position to control the management and policies of the Company;
including, but not limited to, electing or removing its Board of Directors,
changing the core business of the Company, causing the Company to engage in
transactions with Mr. Foss or companies affiliated with him, causing or
restricting the sale of the Company and controlling the Company's dividend
policy.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the shares of Common Stock offered hereby.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they may from
time to time offer and sell the shares of Common Stock offered hereby on the
National Market or otherwise at market prices then prevailing or at prices
and upon terms then obtainable. Sales may be made in ordinary brokerage
transactions, in block transactions, in privately negotiated transactions or
otherwise. The Company will not receive any of the proceeds of the sales.
The Company will bear the costs of the offering, including those incurred by
the Selling Shareholders, except that the Selling Shareholders will pay all
applicable broker-dealer fees and charges.
SELLING SHAREHOLDERS
There are 200,000 shares of Common Stock (less than 1% of the
outstanding Common Stock) being offered by this Prospectus.
Number of
Shares Owned
Number Number Assuming All
of Shares of Shares Shares Offer-
Selling Shareholder Owned Registered red Are Sold
- ------------------- ---------- ---------- ------------
Dana Webster 139,979 139,979 -0-
Mark Sutherland 60,021 60,021 -0-
Each of the Selling Shareholders received their shares pursuant to
the terms of the Agreement and Plan of Reorganization, dated as of December
11, 1996, pursuant to which the Company acquired all of the outstanding
capital stock of Montana Investment Group, Inc. Mr. Webster is employed as
the President and Chief Executive Officer, and a member of the Board of
Directors of, Montana Investment Group, Inc. which is now, as the result of
such acquisition, a wholly-owned subsidiary of the Company.
LEGAL MATTERS
The validity under Michigan law of the authorization and issuance of
the shares offered hereby will be passed upon for the Company by Dykema
Gossett PLLC, Detroit, Michigan.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and
the consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1995
incorporated by reference in the Company's Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen LLP, independent
accountants, as set forth in their report thereon incorporated therein and
herein by reference. Such consolidated financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated amounts of
expenses, all of which will be borne by the Company in connection with the
distribution of the Common Stock offered hereby:
Securities and Exchange Commission Registration Fee ....$ 1,417
Accounting Fees and Expenses ........................... 4,000
Legal Fees and Expenses ................................ 4,000
Miscellaneous Expenses ................................. 583
Total Expenses .........................................$10,000
All amounts in the table above are estimated, other than the
Securities and Exchange Commission Registration Fee.
Item 15. Indemnification of Directors and Officers
The Company is organized under the Michigan Business Corporation Act
(the "MBCA") which, in general, empowers Michigan corporations to indemnify
a person who is a party or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (other
than actions by or in the right of the corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation, or of another enterprise at such corporation's request, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders and, in the
case of a criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. If a person is successful in defending
against a derivative action or third-party action, the MBCA requires that a
Michigan corporation indemnify the person against expenses incurred in the
action.
The MBCA also empowers Michigan corporations to provide similar
indemnity against amounts paid in settlement and expenses actually and
reasonably incurred by such a person in actions or suits by or in the right
of the corporation except in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation, unless and
only to the extent that a court determines that, despite the adjudication of
the liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity.
The Company's bylaws generally require the Company to indemnify its
directors and officers to the fullest extent permissible under Michigan law,
require the advancement and reimbursement of expenses under certain
circumstances and establish a procedure for determination of when
indemnification is proper.
The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty. The Company's
Articles of Incorporation, which limit liability to the maximum extent
permitted by law, provide that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages
for breach of the director's fiduciary duty. However, the MBCA and the
Articles of Incorporation do not eliminate or limit the liability of a
director for any of the following: (i) a breach of the director's duty of
loyalty to the Company or its shareholders; (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law; (iii) declaration of a unlawful dividend, stock purchase or redemption;
(iv) a transaction from which the director derives an improper personal
benefit; and (v) an act or omission occurring prior to the date when the
provision becomes effective. As a result of the inclusion of such a
provision, shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions.
Under an insurance policy maintained by the Company, the directors
and officers of the Company are insured, within the limits and subject to
the limitations of the policy, against certain expenses and liabilities
incurred in connection with the defense of certain claims, actions, suits or
proceedings which may be brought against them by reason of being or having
been directors or officers. In addition, a certain registration rights
agreement to which the Company is a party provides that the Company will
indemnify, to the extent permitted by law, each holder of "registrable
securities" (as defined in such agreements) against all losses, claims
damages, liabilities and expenses caused by misstatements or omissions in
any registration statement, prospectus or preliminary prospectus, except
insofar as such misstatements are caused by or contained in information
furnished to the Company by such holders.
Item 16. Exhibits
A list of exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits
and is incorporated herein by reference.
Item 17. Undertakings
1. Except to the extent that the information is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference into this
registration statement, the undersigned registrant hereby undertakes to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933 and
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
2. The undersigned registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, (b) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof, and (c) to
remove from registration by means of a post-effective amendment any of the
securities which remain unsold at the termination of the offering.
3. The undersigned registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
4. The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan on
the 19th day of December, 1996.
CREDIT ACCEPTANCE CORPORATION
By: /S/ Richard E. Beckman
---------------------------------
Richard E. Beckman, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald A. Foss and Richard E.
Beckman, and each of them, jointly and severally his attorneys-in-fact and
agents, with full power of substitution, and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign any amendments
to the Registration Statement (including post-effective amendments), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 19, 1996.
Signature
/S/ Donald A. Foss
- ----------------------------------
Donald A. Foss
Chairman, Chief Executive Officer
and Director (Principal Executive
Officer)
/S/ Brett A. Roberts
- -----------------------------------
Brett A. Roberts
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/S/ John P. Cavanaugh
- ----------------------------------
John P. Cavanaugh
Controller
(Principal Accounting Officer)
/S/ Richard E. Beckman
- ----------------------------------
Richard E. Beckman
Director
/S/ Harry E. Craig
- ----------------------------------
Harry E. Craig
Director
/S/ Thomas A. FitzSimmons
- ----------------------------------
Thomas A. FitzSimmons
Director
/S/ David T. Harrison
- ----------------------------------
David T. Harrison
Director
/S/ Sam M. LaFata
- ----------------------------------
Sam M. LaFata
Director
EXHIBIT INDEX
Exhibit No. Description of Exhibits
5.1 Opinion of Dykema Gossett PLLC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dykema Gossett PLLC (included in
Exhibit 5.1).
4.1 Power of Attorney (included on signature page)
EXHIBIT 5.1
December 12, 1996
Credit Acceptance Corporation
25505 West Twelve Mile Road, Suite 3000
Southfield, MI 48034
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for Credit Acceptance Corporation, a
Michigan corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3 (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), registering for sale in the
manner described in the Registration Statement up to 200,000 shares of the
Company's Common Stock (the "Common Stock") on behalf of certain
shareholders of the Company.
We have examined and relied upon the originals, or copies certified
or otherwise identified to our satisfaction, of such corporate records,
documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed
below.
Based upon the foregoing, it is our opinion that (1) the Company has
been duly incorporated and is in good standing under the laws of the State
of Michigan and (2) the Common Stock has been legally issued, and is fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In giving
such consent, we do not concede that we are experts within the meaning of
the Act or the rules or regulations thereunder or that this consent is
required by Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ Mark A. Metz
Mark A. Metz
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 19,
1996, incorporated by reference in Credit Acceptance Corporation's Form 10-K
for the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
/s/Arthur Andersen LLP
Detroit, Michigan
December 18, 1996