UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
December 19, 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 [ ].
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).
<PAGE>
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
25,000
NUMBER OF
----- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,148,400
----- --------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,000
----- --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,148,400
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,173,400
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.88%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
CUSIP No. 225310101
- --------- ----------------------------------------------------------------------
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
208
NUMBER OF
----- ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,148,400
----- ---------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 208
----- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,148,400
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,608
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.83%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
Items 3, 4, 5 and 7 are hereby amended as set forth below
--------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
[Item 3 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
An aggregate of $38,219,648 of the funds of the Managed Accounts (as
hereinafter defined) were used to purchase the shares reported herein.
Item 4. Purpose of Transaction.
[Item 4 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
As set forth in Item 5, Mr. Smith beneficially owns 3,173,400 shares of
Common Stock and Mr. Tryforos beneficially owns 3,148,608 shares of Common Stock
in their 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), a
private charitable foundation established by Mr. Smith, and trusts or accounts
for the benefit of certain family members of Messrs. Smith and Tryforos. 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.
[Items 5 (a), (b) and (c) are hereby amended so that, as amended, each
shall read in its entirety as follows:]
(a) The aggregate number and percentage (based upon information included in
the Form 10-Q filed by the issuer for the quarter ended September 30, 1997 that
46,113,115 shares of Common Stock were outstanding as of November 10, 1997) of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows: Mr. Smith -- 3,173,400 shares (6.88%); Mr. Tryforos -- 3,148,608 shares
(6.83%). 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 25,000 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 208 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 3,148,400 shares of Common
Stock.
(c) During the 60 days preceding the date hereof, the Reporting Persons
purchased an aggregate of 561,100 shares of Common Stock on behalf of the
Managed Accounts in open market transactions on the Nasdaq National Market as
follows:
<PAGE>
Number of Shares
Date of Purchase Purchased Price Per Share
- ---------------- ------------------ ---------------
12/18/97 213,800 $6.8088
12/19/97 176,200 6.5991
12/23/97 45,500 6.3750
12/24/97 104,500 6.5997
12/26/97 21,100 6.7701
In addition, Mr. Tryforos purchased 5,000 shares at a price of $5.8750 on
October 29, 1997 and 7,700 shares at a price of $5.1250 on December 8, 1997.
Since the date of the previous filing, the Reporting Persons sold an
aggregate of 164,135 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 Sale Sold Price Per Share
- ------------ ---------------- ---------------
11/24/97 20,000 $5.0625
11/25/97 9,500 5.0000
12/5/97 37,000 5.0625
12/5/97 20,000 5.1250
12/9/97 20,000 5.2500
12/10/97 23,500 5.6250
12/10/97 635 5.4580
12/12/97 15.000 5.5625
12/22/97 18,500 6.6875
In addition, Mr. Smith sold 100,000 shares at a price of $5.2188 per share
on November 21, 1997 and Mr. Tryforos sold 27,415 shares at a price of $5.4580
per share on December 10, 1997.
<PAGE>
Item 7. Material to be Filed as Exhibits.
[Item 7 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
1. Agreement relating to the joint filing of Statement on Schedule 13D
dated August 14, 1997 as required by Rule 13d-1(f).
2. Agreement relating to the joint filing of Amendment No. 1 to the
Statement on Schedule 13D dated December 29, 1997 as required by Rule 13d-1(f).
<PAGE>
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: December 29, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
<PAGE>
Exhibit Index
-------------
Sequentially
Document Numbered Page
- -------- ------------------
1. Agreement relating to the joint *
filing of Statement on Schedule
13D dated August 14, 1997 as
required by Rule 13d-1(f).
2. Agreement relating to the joint 10
filing of Amendment No. 1 to the
Statement on Schedule 13D dated
December 29, 1997 as required by
Rule 13d-1(f).
- --------------------------
* Previously filed
<PAGE>
Exhibit 1
Joint Filing Agreement
----------------------
The undersigned agree that the foregoing Amendment No. 1 to the Statement
on Schedule 13D, dated December 29, 1997 is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(f).
Dated: December 29, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
