CACC Credit Acceptance Corporation

CUSIP No.  225310 10 1 

CUSIP No.  225310 10 1 

CUSIP No.  225310 10 1

CUSIP No.  225310 10 1

CUSIP No.  225310 10 1

Explanatory Note:

The following constitutes Amendment No. 10 to the joint filing on Schedule 13D by Thomas W. Smith, Scott J. Vassalluzzo, Steven M. Fischer, Idoya Partners L.P. (“Idoya Partners”) and Prescott Associates L.P. (“Prescott Associates”) originally filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2011, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5 filed with the SEC by Thomas W. Smith, Scott J. Vassalluzzo, Idoya Partners, Prescott Associates and Prescott General Partners LLC (“PGP”) on January 5, 2012, June 4, 2012, June 12, 2012, July 10, 2012 and November 26, 2012, respectively, Amendment No. 6 and Amendment No. 7 filed with the SEC by Thomas W. Smith, Scott J. Vassalluzzo, Prescott Associates and PGP on April 22, 2013 and February 17, 2016, respectively, and Amendment No. 8 and Amendment No. 9 filed with the SEC by Thomas W. Smith, Scott J. Vassalluzzo, Prescott Associates, PGP and Prescott Investors Profit Sharing Trust (“PIPS”) on December 13, 2019 and January 28, 2020 (as amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“In order to fund the purchase of the Common Stock reported herein, the Managed Accounts (as hereinafter defined) contributed in the aggregate $23,004,579.67 of the funds of the Managed Accounts (including $12,434,013.46 contributed by Prescott Associates and $570,810.69 contributed by PIPS), Mr. Vassalluzzo contributed $990,322.17 of his personal funds and Mr. Smith contributed $10,697,729.46 of his personal funds. The Common Stock reported as beneficially owned by Mr. Vassalluzzo includes the following received by him for his service as a director of the Issuer: (i) 4,000 vested restricted stock units (“RSUs”) granted under the Issuer’s Amended and Restated Incentive Compensation Plan dated March 26, 2012 (the “2012 Incentive Plan”) and (ii) 9,125 shares of Common Stock received as payment for an equivalent number of vested RSUs granted under the Issuer’s Amended and Restated Incentive Compensation Plan dated April 6, 2009 (the “2009 Incentive Plan”).”

The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“As described more fully in Item 5 below, as general partner of the Partnerships, PGP may be deemed to beneficially own 1,756,518 shares of Common Stock held by the Partnerships. PIPS may be deemed to beneficially own 61,950 shares of Common Stock held on behalf of the employee profit-sharing plan participants. Messrs. Smith and Vassalluzzo may be deemed to beneficially own 100,048 and 2,758 shares of Common Stock, respectively, in their capacities as investment managers for several managed accounts, which consist of investment accounts for: (i) a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee (the “Foundation”) and (ii) certain family members of Mr. Vassalluzzo and certain individual accounts managed by Mr. Smith. The Partnerships, PIPS and the managed accounts are referred to collectively herein as the “Managed Accounts.” The 1,921,274 shares of Common Stock owned by the Managed Accounts (the “Managed Account Shares”) were acquired by the Reporting Persons on behalf of the Managed Accounts for the purpose of achieving the investment goals of the Managed Accounts.”

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a)            Based on information included in the current report on Form 10-K filed by the Issuer on February 11, 2020 which disclosed that 18,151,092 shares of Common Stock were outstanding as of February 4, 2020, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons is as follows: PGP – 1,756,518 shares (9.7%); Prescott Associates – 1,151,281 shares (6.3%); PIPS – 61,950 shares (0.3%); Mr. Smith – 770,445 shares (4.2%); and Mr. Vassalluzzo – 66,883 shares (0.4%).

(b)            PGP, as the general partner of the Partnerships, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 1,756,518 shares of Common Stock. Prescott Associates has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 1,151,281 shares of Common Stock. PIPS has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 61,950 shares of Common Stock. Messrs. Smith and Vassalluzzo have the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 684,345 and 66,883 shares, respectively. In their capacities as investment managers for Managed Accounts, Messrs. Smith and Vassalluzzo may be deemed to share the power to vote or to direct the vote of and to dispose or to direct the disposition of 86,100 and no shares of Common Stock, respectively. Voting and investment authority over investment accounts established for the benefit of certain family members and friends of Messrs. Smith and Vassalluzzo is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the investment account.

(c)            Except as set forth on Schedule A attached hereto, the Reporting Persons effected no transactions involving shares of Common Stock during the sixty (60) days prior to the date of this filing.

Item 7 of the Schedule 13D is hereby amended to replace the previously filed Exhibit 1 with the following:

1.             Agreement relating to the joint filing of statement on Schedule 13D dated March 10, 2020.

Schedule A

The following table sets forth all transactions with respect to the shares of Common Stock effected during the sixty days prior to the filing of this Amendment No. 10 to Schedule 13D by any Reporting Person.

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.

Exhibit 1

Joint Filing Agreement

The undersigned agree that the foregoing statement on Schedule 13D, dated March 10, 2020, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).