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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. 1
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
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$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. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on August 11,
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 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 (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 meanings ascribed to such
terms in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION
The Section of the Offer to Purchase captioned "Section 3. Procedures
for Tendering Shares" under the subsection "Determination of Validity; Rejection
of Shares; Waiver of Defects; No Obligation to Give Notice of Defects" is hereby
amended by inserting the following sentence immediately prior to the penultimate
sentence:
In the event a condition is waived with respect to any particular
shareholder, the same condition will be waived with respect to all
shareholders.
The Section of the Offer to Purchase captioned "Section 4. Withdrawal
Rights" is hereby amended by amending and restating the second paragraph to read
as follows:
For a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by
the depositary at its address set forth on the back cover page of this
offer to purchase. Shareholders who wish to withdraw shares tendered at
more than one price must submit a separate notice of withdrawal for
each price at which shares were tendered and are being withdrawn. Any
such notice of withdrawal must specify the name of the tendering
shareholder, the number of shares to be withdrawn and the name of the
registered holder of the shares. If the share certificates to be
withdrawn have been delivered or otherwise identified to the
depositary, then, before the release of the share certificates, the
serial numbers shown on the share certificates must be submitted to the
depositary and the signature(s) on the notice of withdrawal must be
guaranteed by an eligible guarantor institution, unless the shares have
been tendered for the account of an eligible guarantor institution.
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, 2003,
its quarterly reports on Form 10-Q for the quarters ended March 31,
2004 and June 30, 2004, and its Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 16, 2004 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 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.
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The Section of the Letter of Transmittal captioned "Odd Lots" on page 3
is hereby amended by amending and restating in its entirety the first paragraph
to read as follows:
To be completed only if shares are being tendered by or on behalf of a
person owning, beneficially or of record, an aggregate of fewer than
100 shares.
Instruction 12 of the Letter of Transmittal captioned "Irregularities"
is hereby amended by inserting the following sentence immediately prior to the
penultimate sentence:
In the event a condition is waived with respect to any particular
shareholder, the same condition will be waived with respect to all
shareholders.
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: August 24, 2004 By: /s/ Brett A. Roberts
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Brett A. Roberts
Chief Executive Officer
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