UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CREDIT ACCEPTANCE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
225310101
(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
(203) 661-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 6, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 225310101
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
116,500
NUMBER OF
----- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,382,100
----- --------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 116,500
----- --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,382,100
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,498,600
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.42%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
CUSIP No. 740065 10 7
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
15,335
NUMBER OF
----- ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,382,100
----- ---------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,335
----- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,382,100
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,397,435
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.20%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value
(the "Common Stock") of Credit Acceptance Corporation, a Michigan corporation
whose principal executive offices are located at 25505 W. Twelve Mile Rd., Suite
3000, Southfield, Michigan 48034.
Item 2. Identity and Background.
(a) - (f) This statement is filed jointly by Thomas W. Smith
and Thomas N. Tryforos (the "Reporting Persons"), each of whom is a private
investment manager with a business address at 323 Railroad Avenue, Greenwich,
Connecticut 06830. The filing of this statement shall not be deemed to be an
admission that the Reporting Persons comprise a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. During the
last five years, neither of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) nor
has either of the Reporting Persons been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Each of the Reporting Persons is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
An aggregate of $31,306,087.87 of the funds of the Managed Accounts (as
hereinafter defined), $1,349,662.50 of the personal funds of Mr. Smith, and
$188,454 of the personal funds of Mr. Tryforos were used to purchase the shares
reported herein.
Item 4. Purpose of Transaction.
As set forth in Item 5, each of Mr. Smith and Mr. Tryforos beneficially own
2,382,100 shares of Common Stock in his capacity as investment manager for
certain managed accounts (the "Managed Accounts"). The Managed Accounts consist
of three private investment limited partnerships of which each of the Reporting
Persons is a general partner, an employee profit-sharing plan of a corporation
of which Mr. Smith is the sole stockholder (for which the two Reporting Persons
are trustees), and trusts or accounts for the benefit of certain family members
of Messrs. Smith Tryforos. In addition, Mr. Smith owns 100,000 shares of common
stock for his own account and Mr. Tryforos owns 14,700 shares for his own
account (collectively, the "Personal Shares"). Each of the Reporting Persons has
acquired beneficial ownership of the Managed Accounts' Shares for the purpose of
achieving the investment policies of the Managed Accounts. Depending upon market
conditions, evaluation of alternative investments, and such other factors as he
may consider relevant, each of the Reporting Persons may purchase or sell shares
of Common Stock for the Managed Accounts or other managed accounts or for his
own account if appropriate opportunities to do so are available, on such terms
and at such times as such Reporting Person considers desirable. Subject to the
foregoing, neither of the Reporting Persons has any present plans or proposals
which relate to or would result in any of the actions or events enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage (based upon
information included in the Form 10-Q filed by the issuer for the quarter ended
March 31, 1997 that 46,076,448 shares of Common Stock were outstanding as of May
14, 1997 of shares of Common Stock beneficially owned by each of the Reporting
Persons is as follows: Mr. Smith -- 2,498,600 shares (5.42%); Mr. Tryforos --
2,397,435 shares (5.20%). All of such shares are held in the Managed Accounts.
(b) Mr. Smith has the sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of 116,500 shares of
Common Stock. Mr. Tryforos has the sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of 15,335 shares of Common
Stock. Each of the Reporting Persons has shared power to vote or to direct the
vote and shared power to dispose or to direct the disposition of 2,382,100
shares of Common Stock.
(c) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 2,397,100 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the Nasdaq
National Market as follows:
Number of Shares
Date of Purchase Purchased Price Per Share
- ---------------- ---------------- ---------------
6/25/1997 255,000 13.1250
6/26/1997 25,000 13.0500
6/26/1997 635 12.7500
6/27/1997 80,000 12.8672
6/30/1997 25,000 12.7000
7/1/1997 20,000 12.8750
7/2/1997 35,000 12.7589
7/3/1997 10,000 12.5000
7/7/1997 30,000 12.3125
7/11/1997 210,000 12.1190
7/14/1997 90,000 12.1944
7/15/1997 100,000 12.1250
7/17/1997 90,000 12.1250
7/21/1997 5,000 12.6250
7/22/1997 35,000 13.0714
7/24/1997 45,000 13.1250
7/24/1997 31,600 13.1201
7/25/1997 90,000 13.1250
7/28/1997 65,000 13.1250
7/28/1997 100,000 13.1325
7/29/1997 200,000 13.1563
7/30/1997 200,000 13.2500
7/30/1997 1,500 13.1875
7/31/1997 100,000 13.2813
8/1/1997 157,200 13.2279
8/4/1997 94,400 13.2297
8/5/1997 83,100 13.3749
8/6/1997 10,200 13.3750
8/7/1997 23,800 13.4770
8/11/1997 6,700 13.5000
8/12/1997 32,800 14.3100
8/13/1997 123,500 14.3760
8/14/1997 23,800 14.5922
In addition, Mr. Smith purchased 7,500 shares at a price of
$14.75 per share on June 24, 1997 and 92,500 shares at a price of $13.395 per
share on June 25, 1997; and Mr. Tryforos purchased 14,700 shares at a price of
$12.75 per share on June 25, 1997.
(d) The Managed Accounts have the right to receive dividends
from, and the proceeds from the sale of, the Managed Accounts' Shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as otherwise set forth in this statement, there are no
contracts, arrangements, understandings or relationships between any of the
Reporting Persons and any other person with respect to any securities of the
issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Agreement relating to the joint filing of Statement on
Schedule 13D dated August 14, 1997 as required by Rule 13d-1(f).
SIGNATURE
After reasonable 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.
Date: August 14, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
Exhibit Index
Sequentially
Document Numbered Page
- -------- -------------
1. Agreement relating to the joint 10
filing of Statement on Schedule
13D dated August 14, 1997 as
required by Rule 13d-1(f).
Exhibit 1
Joint Filing Agreement
The undersigned agree that the foregoing Statement on Schedule
13D, dated August 14, 1997 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: August 14, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
