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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 1997
UGLY DUCKLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 20841 86-0721358
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification
Number)
2525 East Camelback Road, Suite 1150, Phoenix, AZ 85016
(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 852-6600
NONE
(Former name or former address, if changed since last report)
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Item 5. Other Events. Attached hereto as Exhibit 99 is a copy of Ugly
Duckling Corporation's press release dated July 17, 1997 titled "Ugly Duckling
Corporation to Purchase Secured Bank Debt of First Merchants Acceptance
Corporation."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements of Businesses Acquired
Not applicable
b) Pro Forma Financial Information
Not applicable
c) Exhibits
Exhibit Number Description
- --------------- -----------
99 Ugly Duckling Corporation press release dated July 17, 1997 titled
"Ugly Duckling Corporation to Purchase Secured Bank Debt of First Merchants
Acceptance Corporation."
SIGNATURES
Purusant 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 thereunto duly authorized.
UGLY DUCKLING CORPORATION
(Registrant)
Date: July 17, 1997 /s/ Steven Johnson
--------------------
Steven Johnson
Vice President and
General Counsel
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99 Press Release Dated July 17, 1997
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EXHIBIT 99
CONTACTS: Steven T. Darak
Senior Vice President &
Chief Financial Officer
(602) 852-6600
Eugene G. Heller/Lori Parks
Silverman Heller Associates
(310) 208-2550
FOR IMMEDIATE RELEASE
UGLY DUCKLING CORPORATION TO PURCHASE SECURED BANK DEBT OF FIRST MERCHANTS
ACCEPTANCE CORPORATION
PHOENIX, Arizona (July 17, 1997) - Ugly Duckling Corporation (Nasdaq NM: UGLY)
announced today that it has entered into an agreement in principle with the
senior bank group of First Merchants Acceptance Corporation (Nasdaq NM: FMACE)
to purchase the secured debt held by such group. The debt totals
approximately $103 million. FMACE filed for reorganization under Chapter 11
of the Federal Bankruptcy Code on July 11, 1997. In connection with the
bankruptcy proceedings, Ugly Duckling, which owns approximately 2 1/2% of
FMACE's common stock with a cost basis of $1.5 million, agreed last week to
provide up to $10 million of "debtor in possession" financing to FMACE.
The more significant terms of the proposed purchase of senior debt
provide, among other things, for (1) purchase of the debt at a 10% discount of
the outstanding principal amount; (2) six-month financing by the bank group to
Ugly Duckling for the purchase, with interest accruing at LIBOR plus 2% and an
up-front payment by Ugly Duckling to the bank group equal to 20% of the
purchase price; and (3) issuance of stock warrants to the bank group to
purchase up to 500,000 shares of Ugly Duckling's common stock at an exercise
price of $20.00 per share over a 30-month term and subject to a call feature
by the Company at $27.00. The purchase is subject to certain conditions,
including, but not limited to, Bankruptcy Court approval, unless waived by the
bank group, and execution of definitive documents.
Headquartered in Phoenix, Arizona, Ugly Duckling Corporation operates the
largest publicly held chain of "buy here-pay here" used car dealerships in the
United States and underwrites, finances, and services retail installment
contracts generated from the sale of used cars by its dealerships and by
third-party used car dealerships located in selected markets throughout the
country. Headquartered in Deerfield, Illinois, FMACE is a national specialty
finance company, primarily engaged in financing the purchase of used
automobiles by consumers who have limited access to traditional sources of
credit.
This press release includes statements that may constitute forward-looking
statements, usually containing the words "believe," "estimate," "project,"
"expect" or similar expressions. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements inherently involve risks and uncertainties
that would cause actual results to differ materially from the forward-looking
statements. By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revisions or changes
after the date of this release. Factors that could cause or contribute to
such differences include, but are not limited to, factors detailed in the
section entitled "Risk Factors" in the Company's Prospectus, dated June 24,
1997, in the sections entitled "Factors That May Affect Future Stock
Performance" and elsewhere in the Company's most recent reports on Form 10-K/A
and Form 10-Q, and in Ugly Duckling Corporation's other Securities and
Exchange Commission filings.
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