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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. 5
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
CHIEF LEGAL OFFICER
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
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TRANSACTION VALUATION* $110,250,000
AMOUNT OF FILING FEE** $11,796.75
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* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of a total of 3,500,000 shares of
the outstanding common stock at a price of $31.50 per share in cash.
** The amount of the filing fee equals $107.00 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: $11,796.75
Form or Registration No.: Schedule TO
Filing Party: Credit Acceptance Corporation
Date Filed: August 28, 2006
[ ] 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|
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This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission ("SEC") on
August 28, 2006 ("Schedule TO"), as amended by Amendment No. 1 filed with the
SEC on September 13, 2006, Amendment No. 2 filed with the SEC on September 15,
2006, Amendment No. 3 filed with the SEC on September 22, 2006 and Amendment No.
4 filed with the SEC on September 27, 2006 by Credit Acceptance Corporation, a
Michigan corporation ("CA"), in connection with the offer by CA to purchase up
to 3,500,000 shares of its Common Stock, par value $.01 per share (the
"Shares"), at a price of not less than $28.00 per Share nor more than $31.50 per
Share, net to the seller in cash, without interest, upon and subject to the
terms and conditions set forth in the Offer to Purchase, dated August 28, 2006
(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.
All information in the Offer to Purchase and the Letter of Transmittal
is hereby expressly incorporated in this Amendment No. 5 by reference in
response to all of the applicable items in Schedule TO, except that such
information is hereby amended and supplemented to the extent provided herein.
ITEMS 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following
information:
The tender offer expired at 5:00 p.m., New York City time, on
September 26, 2006. A total of 20,552,028 shares were properly tendered
and not properly withdrawn at prices not greater than $31.50 nor less
than $28.00 per share prior to the expiration of the Offer. CA accepted
for payment a total of 3,500,000 shares at a purchase price of $31.50
per share.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by adding the following
information:
On October 3, 2006, the Company issued a press release
announcing the final results of the Offer, which expired on September
26, 2006. A copy of the press release is filed as Exhibit (a)(5)(ix) 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)(ix) Press release dated October 3, 2006 announcing
final 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 statement is true, complete and correct.
CREDIT ACCEPTANCE CORPORATION
BY: /s/ DOUGLAS W. BUSK
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Douglas W. Busk
Treasurer
Dated: October 3, 2006
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Exhibit Index
Exhibit No. Description
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(a)(5)(ix) Press release dated October 3, 2006 announcing final
results of the Offer.