CREDIT ACCEPTANCE CORP — Major Shareholding Notification 2014

Jun 27, 2014

SC 13D/A 1 t79648_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 2)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

| Credit
Acceptance Corporation |
| --- |
| (Name
of Issuer) |

| Common
Stock |
| --- |
| (Title
of Class of Securities) |

| 225310
10 1 |
| --- |
| (CUSIP
Number) |

| Michael
T. Raymond Dickinson
Wright, PLLC 2600
W. Big Beaver Rd., Suite 300 Troy,
Michigan 48084-3312 248-433-7274 |
| --- |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications) |

| June 20, 2014 |
| --- |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 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 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).

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 2 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON The Donald A. Foss 2009 Remainder Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Michigan | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 1,035,323 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,035,323 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 3 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON The Donald A. Foss 2010 Remainder Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Michigan | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 728,821 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 728,821 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 4 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Jill Foss Watson Living Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Michigan | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 948,299 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 948,299 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 948,299 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 5 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Jill Foss Watson Irrevocable Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Michigan | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 76,218 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 76,218 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,218 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .35%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 6 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Karol A. Foss Irrevocable Grandchildren’s Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Florida | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 1,571,858 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 1,571,858 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,858 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 7 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Jill Foss Watson Grantor Retained Annuity Trust | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 400,000 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 400,000 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%* | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 8 of 11 Pages

| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Jill
Foss Watson | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 7 | SOLE
VOTING POWER 2,998,521 |
| | 8 | SHARED
VOTING POWER 1,764,144 |
| | 9 | SOLE DISPOSITIVE POWER 2,998,521 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,762,665* | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.1% | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust and the Karol A. Foss Irrevocable Grandchildren’s Trust. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts. This amount also includes 2,146 shares held by Mrs. Foss Watson as UTMA custodian.

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 9 of 11 Pages

Explanatory Note: This Schedule 13D Amendment No. 1 is filed solely to reflect the disposition by the reporting persons of shares of the Issuer’s common stock pursuant to the Issuer’s tender offer completed April 1, 2014 and to correct the place of organization of the Karol A. Foss Irrevocable Grandchildren’s Trust.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.

Item 2. Identity and Background.

No change, other than item 2(f), which is amended and restated as follows; (f) all of the Reporting Persons that are trusts are organized under laws of Michigan, except the Karol A. Foss Irrevocable Grandchildren’s Trust which is organized under laws of Florida. Jill Foss Watson is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

No change.

Item 4. Purpose of Transaction.

No change.

Item 5. Interest in Securities of the Issuer

| Reporting Person | Amount beneficially owned: | Percent
of Class | Sole
power to vote or direct the vote: | Shared
power to vote or to direct the vote: | Sole
power to dispose or to direct the disposition
of: | Shared
power to dispose or to direct the disposition
of: |
| --- | --- | --- | --- | --- | --- | --- |
| The
Donald A. Foss 2009 Remainder Trust | 1,035,323 | 4.8% | 0 | 1,035,323 | 0 | 0 |
| The
Donald A. Foss 2010 Remainder Trust | 728,821 | 3.4% | 0 | 728,821 | 0 | 0 |
| Jill
Foss Watson Living Trust | 948,299 | 4.4% | 948,299 | 0 | 948,299 | 0 |
| Jill
Foss Watson Irrevocable Trust | 76,218 | .35% | 76,218 | 0 | 76,218 | 0 |
| Karol
A. Foss Irrevocable Grandchildren’s Trust | 1,571,858 | 7.3% | 1,571,858 | 0 | 1,571,858 | 0 |
| Jill Foss Watson Grantor Retained Annuity Trust | 400,000 | 1.9% | 400,000 | 0 | 400,000 | 0 |
| Jill
Foss Watson* | 4,762,665 | 22.1% | 2,998,521 | 1,764,144 | 2,998,521 | 0 |

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CUSIP No. 225310 10 1 SCHEDULE 13D Page 10 of 11 Pages

• The percentage is calculated based upon total outstanding shares of 21,593,882 as of June 26, 2014, based upon written confirmation received from the Issuer.

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust and the Karol A. Foss Irrevocable Grandchildren’s Trust. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts. Includes 2,146 shares held by Mrs. Foss Watson as UTMA custodian.

(c) None.

(d) The respective beneficiaries of The Donald A. Foss 2009 Remainder Trust, The Donald A. Foss 2010 Remainder Trust, Jill Foss Watson Irrevocable Trust and Karol A. Foss Irrevocable Grandchildren’s Trust ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respective trust.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

No change.

Item 7. Material to be Filed as Exhibits.

No change.

[Signature page follows]

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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: June 27, 2014
/s/ Jill Foss Watson
Name:
Jill Foss Watson
Title:
Trustee
The Donald A. Foss 2010 Remainder Trust
/s/ Jill Foss Watson
Name:
Jill Foss Watson
Title:
Trustee
Jill Foss Watson Living Trust
/s/ Jill Foss Watson
Name:
Jill Foss Watson
Title:
Trustee
Jill Foss Watson Irrevocable Trust
/s/ Todd Watson
Name:
Todd Watson
Title:
Trustee
Karol A. Foss Irrevocable Grandchildren’s Trust
/s/ Jill Foss Watson
Name:
Jill Foss Watson
Title:
Trustee
Jill Foss Watson Grantor Retained Annuity Trust
/s/ Jill Foss Watson
Name:
Jill Foss Watson, Trustee
Jill Foss Watson, Individually
/s/ Jill Foss Watson
Name:
Jill Foss Watson

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