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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A2*
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 11, 1997
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Ugly Duckling Corporation
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(Exact name of registrant as specified in its charter)
Delaware 20841 86-0721358
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2525 East Camelback Road, Suite 1150, Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 852-6600
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Not Applicable
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(Former name or former address, if changed since last report.)
*This Current Report on Form 8-K/A2 amends the Company's Current Report on Form
8-K filed February 12, 1997, as previously amended on February 12, 1997.
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Item 5. Other Events.
On February 11, 1997, the Company announced the private placement of
5,075,000 shares of Common Stock at $18.625 per share to institutional
investors. The offering consisted of a private placement of 5,000,000 shares,
and concurrent exercise of an over-allotment option for an additional 75,500
shares. No further exercise of the over-allotment option will be made. The
Company estimates the net proceeds of the offering after expenses, commissions
and discounts to be $88,854,628. The offering is more fully described in the
press release included herein as Exhibit 99.
Pursuant to the Purchase Agreement relating to the issuance by the
Company of the Common Stock, the Company has agreed to use its best efforts to
file a Registration Statement with the Securities and Exchange Commission
permitting the resale of those shares and to use its best efforts to cause such
Registration Statement to be declared effective under the Securities Act of
1933, as amended(the "Securities Act")as soon as reasonably practicable after
such filing.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description Page
99 Press Release issued on February 11, 1997 Previously Filed
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 13, 1997, the Company completed the sale of 5,075,500
shares of Common Stock for a total price to investors of $94,531,188. The
Common Stock was sold by the Company to Friedman, Billings, Ramsey & Co.,
Inc.("FBR"), as initial purchaser, in an unregistered private placement
conducted pursuant to Regulation D under the Securities Act of 1933, as
amended(the "Securities Act"). The discount to FBR was $0.93125 per share(an
aggregate of $4,726,559).
The Company has been advised that FBR subsequently resold a portion of
the Common Stock in the United States to a limited number of "accredited
investors" within the meaning of Rule 501(a) under the Securities Act. In
addition, the Company has been advised that FBR resold the remainder of the
Common Stock outside the United States in offshore transactions to investors in
reliance on Regulation S under the Securities Act.
The net proceeds to the Company from the sale of the Common Stock to
FBR were $88,854,628 (giving effect to the discount to FBR and after deducting
certain transaction expenses payable by the Company).
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.
UGLY DUCKLING CORPORATION
/s/ Gregory B. Sullivan
Dated: February 26, 1997 -------------------------------
Gregory B. Sullivan
President and Chief
Operating Officer
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