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RULE 424(b)(3)
FILE NO. 333-13755
SUPPLEMENT, DATED DECEMBER 3, 1996
TO PROSPECTUS, DATED OCTOBER 29, 1996
UGLY DUCKLING CORPORATION
COMMON STOCK
This Supplement, dated December 3, 1996, to the Prospectus, dated
October 29, 1996 of Ugly Duckling Corporation (the "Company") relating to the
offering of 4,000,000 shares of the Company's common stock, together with an
additional 600,000 shares of common stock issuable upon the exercise of the
Underwriters' over-allotment option, modifies or supplements the Prospectus,
as more fully described below.
BUSINESS
COMPANY DEALERSHIP OPERATIONS
The following paragraph is added as a new section under the heading
"Company Dealership Operations" on page 38 of the Prospectus:
Recent Developments. In accordance with its growth strategy, the
Company has entered into a letter of intent to purchase the assets, including a
portfolio of approximately $45 million in finance contracts, of Seminole
Finance Corp. ("Seminole"), a Florida-based sub-prime automobile finance
company, and five associated used car dealerships located in the Tampa, Florida
area. The proposed purchase price includes a cash payment, as well as the
assumption of certain facility leases and the assumption or replacement of
Seminole's existing line of credit. The transaction, which would be accounted
for under the purchase method of accounting, is subject to the negotiation and
execution of definitive agreements, completion of due diligence, approval of
the Company's Board of Directors, the receipt by the Company of unqualified
audited financial statements, and other customary closing conditions, including
regulatory approvals and third party consents.
THIRD PARTY DEALER OPERATIONS
The last paragraph under the heading "Third Party Dealer
Operations--Insurance Services" on page 41 is hereby deleted.
