UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 24, 2005
CREDIT ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 000-20202
MICHIGAN 38-1999511
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
25505 W. TWELVE MILE ROAD, SUITE 3000 48034-8339
SOUTHFIELD, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (248) 353-2700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 24, 2005, the Board of Directors of Credit Acceptance Corporation
(the "Company") approved a form of agreement to be used in connection with
grants of restricted stock awards under the Company's Incentive Compensation
Plan (the "Plan"). The Plan, which was approved by shareholders on May 13, 2004,
provides for the granting of restricted stock, restricted stock units, stock
options, and performance awards to employees, officers, and directors. The form
of agreement sets forth the vesting criteria for the restricted stock awards,
which may occur in whole or in part over a seven-year period based on whether
certain financial performance measures are achieved. The form of agreement is
attached as Exhibit 10(q)(2) and incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On February 24, 2005, the Company adopted and made effective an amendment to
Section 3.02 of the Company's bylaws. The amendment authorizes the issuance of
all or any classes or series of the shares of the Company without certificates.
The amendment is attached as Exhibit 3(b)(2) and incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3(b)(2) Bylaw Amendment, dated February 24, 2005
10(q)(2) Form of Restricted Stock Grant Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CREDIT ACCEPTANCE CORPORATION
(Registrant)
By: /s/ Charles A. Pearce
-------------------------
Charles A. Pearce
Chief Legal Officer
March 2, 2005
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
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3(b)(2) Bylaw Amendment, dated February 24, 2005.
10(q)(2) Form of Restricted Stock Grant Agreement.