AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997
REGISTRATION NO. 333-22237
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UGLY DUCKLING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5521 86-0721358
- ------------------------ ----------------------------- -------------------
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEVEN P. JOHNSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UGLY DUCKLING CORPORATION
2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
_______________
COPY TO:
STEVEN D. PIDGEON, ESQ.
SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. _______
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. _______
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429(A), THE PROSPECTUS THAT IS A PART OF THIS
REGISTRATION STATEMENT ALSO RELATES TO ANOTHER REGISTRATION STATEMENT OF THE
COMPANY (REGISTRATION NO. 333-13755).
<PAGE>
II-7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Other expenses in connection with the issuance and distribution of the
securities to be registered hereunder, all of which will be paid by the
registrant, will be substantially as follows:
<TABLE>
<CAPTION>
<S> <C>
ITEM AMOUNT
- -------------------------------------------------- --------
SEC Registration Fee. . . . . . . . . . . . . . . $31,146
Nasdaq Filing Fee . . . . . . . . . . . . . . . . 17,500
*Blue Sky Fees and Expenses (including legal fees) 3,000
*Accounting Fees and Expenses. . . . . . . . . . . 55,000
*Legal Fees and Expenses . . . . . . . . . . . . . 90,000
*Printing and Engraving. . . . . . . . . . . . . . 50,000
*Registrar and Transfer Agent's Fees . . . . . . . 3,000
*Miscellaneous Expenses. . . . . . . . . . . . . . 354
--------
Total. . . . . . . . . . . . . . . . . . $250,000
========
</TABLE>
__________
* Estimated
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that a director of
the Company shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for: (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)
liability for payments of dividends or stock purchases or redemptions in
violation of Section 174 of the Delaware General Corporation Law; or (iv) any
transaction from which the director derived an improper personal benefit. In
addition, the Company's Certificate of Incorporation provides that the Company
shall to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than such law permitted the
corporation to provide prior to such amendment), indemnify and hold harmless
any person who was or is a party, or is threatened to be made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "Indemnitee") against expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes or penalties paid in connection with the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith; provided,
however, that except as otherwise provided with respect to proceedings to
enforce rights to indemnification, the Company shall indemnify any such
Indemnitee in connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding or part thereof was authorized by the board
of directors of the Company.
The right to indemnification set forth above includes the right to be
paid by the Company the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an Indemnitee in his capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is not further right to appeal that such Indemnitee is not
entitled to be indemnified for such expenses under this section or otherwise.
The rights to indemnification and to the advancement of expenses conferred
herewith are contract rights and continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent and inures to the benefit of the
Indemnitee's heirs, executors and administrators.
The Delaware General Corporation Law provides that indemnification is
permissible only when the director, officer, employee, or agent acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
Delaware General Corporation Law also precludes indemnification in respect of
any claim, issue, or matter as to which an officer, director, employee, or
agent shall have been adjudged to be liable to the Company unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine that, despite such adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities
laws, see Item 17 hereof.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On May 31, 1994: (i) Steven P. Johnson purchased 290,000 shares of Common
Stock from the Company for an aggregate purchase price of $25,000; (ii) Scott
A. Allen and Wm. Don Gray each purchased 116,000 shares of Common Stock from
the Company for an aggregate purchase price of $10,000; (iii) Steven T. Darak
and Nancy V. Young each purchased 58,000 shares of Common Stock from the
Company for an aggregate purchase price of $5,000; (iv) Peter R. Fratt
purchased 46,400 shares of Common Stock from the Company for an aggregate
purchase price of $4,000; (v) and Eric J. Splaver and Mary E. Reiner each
purchased 11,600 shares of Common Stock from the Company for an aggregate
purchase price of $1,000.
On March 22, 1995, Walter T. Vonsh purchased 58,000 shares of Common
Stock from the Company for an aggregate purchase price of $5,000.
<PAGE>
On August 31, 1995, SunAmerica purchased $3 million of the Company's
convertible subordinated debt. This indebtedness was due December 31, 1998,
and bore interest at a per annum rate of 12.5%, payable quarterly. Effective
June 21, 1996, SunAmerica converted the note into Common Stock of the Company
at the initial public offering price per share (444,444 shares at the initial
public offering price of $6.75 per share).
On December 31, 1995, Verde Investments converted $10,000,000 of
subordinated debt into 1,000,000 shares of the Company's Preferred Stock. In
November 1996, the Preferred Stock was redeemed by the Company.
On April 24, 1996, the Company reincorporated from Arizona to Delaware by
way of a merger in which the Company, an Arizona corporation, merged with and
into a newly created Delaware subsidiary of the Company. In the merger, each
share of the Arizona corporation's issued and outstanding common stock was
exchanged for 1.16 shares of the Delaware corporation's common stock and each
option to purchase shares of the Arizona corporation's common stock was
exchanged for 1.16 options to purchase shares of the Delaware corporation's
common stock. All share figures set forth above give effect to this exchange
ratio.
On June 21, 1996, in connection with the Company's initial public
offering, the Company issued warrants to Cruttenden Roth to purchase 170,000
shares of Common Stock at an exercise price per share of $9.45. The warrants
were issued in exchange for $1,700 pursuant to an Underwriting Agreement
between the Company and Cruttenden Roth, as the representative of the several
underwriters in the initial public offering, and pursuant to a
Representative's Warrant Agreement between the Company and Cruttenden Roth.
In connection with the Company's initial public offering, on June 21, 1996,
Sun America converted $3,000,000 of subordinated debt into Common Stock
(444,444 shares at the initial public offering price of $6.75 per share) in
accordance with the terms of a Convertible Note, dated as of August 31, 1995.
In addition, in partial consideration for Sun America's agreement to convert
the Convertible Note, the Company issued warrants to Sun America, on June 21,
1996, to purchase 121,023 (as adjusted) shares of Common Stock at an exercise
price of $6.75.
On February 13, 1997, the Company sold 5,075,500 shares of Common Stock
to approximately 115 institutional purchasers for an aggregate purchase price
of $94,531,188. Friedman, Billings, Ramsey & Co., Inc. acted as placement
agent in the transaction. The total proceeds to the Company, net of discounts
and commissions, was $89,804,629 before deducting offering expenses.
Exemption from registration for each transaction described above was
claimed pursuant to Section 4(2) of the Securities Act regarding transactions
by an issuer not involving any public offering and/or pursuant to Rule 145
under the Securities Act regarding transactions the sole purpose of which is
to change an issuer's domicile solely within the United States.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
(a) Exhibits:
<TABLE>
<CAPTION>
<S> <C>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- ------------------------------------------------------------------------------------------------------------
3.1 Certificate of Incorporation of the Registrant(1)
3.1(a) Amendment to Certificate of Incorporation of the Registrant(1)
3.2 Bylaws of the Registrant(1)
3.2(a) Amendment to Bylaws of the Registrant(1)
4.1 Certificate of Incorporation of the Registrant filed as Exhibit 3.1(1)
4.2 Series A Preferred Stock Agreement(1)
4.3 18% Subordinated Debenture of the Registrant issued to Verde Investments, Inc.(1)
4.4 18% Junior Subordinated Revolving Debenture of the Registrant issued to Verde Investments,
Inc., as amended(1)
4.5 Convertible Note of the Registrant issued to SunAmerica Life Insurance Company(1)
4.6 Form of Certificate representing Common Stock(1)
4.7 Form of Warrant issued to Cruttenden Roth Incorporated as Representative of the several
underwriters(1)
4.8 Form of Warrant issued to SunAmerica Life Insurance Company(1)
5 Opinion of Snell & Wilmer L.L.P. regarding the legality of the common stock being registered*
10.1 Motor Vehicle Installment Contract Loan and Security Agreement between the Registrant and
General Electric Capital Corporation(1)
10.1(a) Amendment to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(b) Amendment to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(c) Amendment No. 3 to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(d) Amendment No. 4 to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(e) Amendment No. 5 to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(f) Amendment No. 6 to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(2)
10.1(g) Assumption and Amendment Agreement between the Registrant and General Electric Capital Corporation(2)
10.1(h) Amendment No. 7 to Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation (3)
10.2 Note Purchase Agreement between the Registrant and SunAmerica Life Insurance Company(1)
10.2(a) First Amendment to Note Purchase Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.2(b) Second Amendment to Note Purchase Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.2(c) Third Amendment to Note Purchase Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.2(d) Fourth Amendment to Note Purchase Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.2(e) Commitment Letter entered into between the Registrant and SunAmerica Life Life Insurance Company(1)
10.2(f) Letter Agreement regarding Note Conversion between the Registrant and SunAmerica Life Insurance
Company(1)
10.3 Registration Rights Agreement between the Registrant and SunAmerica Life Insurance Company(1)
10.3(a) Amended and Restated Registration Rights Agreement between the Registrant and SunAmerica Life
Insurance Company(1)
10.4 Form of Pooling and Servicing Agreement relating to SunAmerica securitization program(1)
10.5 Form of Certificate Purchase Agreement relating to SunAmerica securitization program(1)
10.6 Form of Origination Agreement and Assignment relating to SunAmerica securitization program(1)
10.7 Form of Purchase Agreement and Assignment relating to SunAmerica securitization program(1)
10.8 Form of Servicing Guaranty relating to SunAmerica securitization program(1)
10.9 Ugly Duckling Corporation Long-Term Incentive Plan(3)
10.10 Employment Agreement between the Registrant and Ernest C. Garcia, II(1)
10.11 Employment Agreement between the Registrant and Steven T. Darak(1)
10.12 Employment Agreement between the Registrant and Wally Vonsh(1)
10.13 Employment Agreement between the Registrant and Donald Addink(1)
10.14 Lease Agreement between the Registrant and Camelback Esplanade Limited Partnership for corporate
offices in Phoenix, Arizona(1)
10.15 Land Lease Agreement between the Registrant and Verde Investments, Inc. for property located
at 5104 West Glendale Avenue in Glendale, Arizona(1)
10.16 Building Lease Agreement between the Registrant and Verde Investments, Inc. for property and
buildings located at 9630 and 9650 North 19th Avenue in Phoenix, Arizona(1)
10.17 Land Lease Agreement between the Registrant and Verde Investments, Inc. for property located at
330 North 24th Street in Phoenix, Arizona(1)
10.18 Land Lease Agreement between the Registrant and Verde Investments, Inc. for property located at
333 South Alma School Road in Mesa, Arizona(1)
10.19 Lease Agreements between the Registrant and Blue Chip Motors, the Registrant and S & S Holding
Corporation, and the Registrant and Edelman Brothers for certain properties located at 3901
East Speedway Boulevard in Tucson, Arizona(1)
10.20 Real Property Lease between the Registrant and Peter and Alva Keesal for property located at
3737 South Park Avenue in Tucson, Arizona(1)
10.21 Land Lease Agreement between the Registrant and Verde Investments, Inc. for property located at
2301 North Oracle Road in Tucson, Arizona(1)
10.22 Related Party Transactions Modification Agreement between the Registrant and Verde Investments, Inc.(1)
10.23 Sublease Agreement between the Registrant and Envirotest Systems Corp. for corporate offices in
Phoenix, Arizona(1)
10.24 Form of Indemnity Agreement between the Registrant and its directors and officers(1)
10.25 Ugly Duckling Corporation 1996 Director Incentive Plan(1)
10.26 Purchase Agreement, dated February 10, 1997 between the Registrant and Friedman, Billings, Ramsey
& Co., Inc.*
10.27 Agreement of Purchase and Sale of Assets dated as of December 31, 1996(4)
10.28 Agreement of Purchase and Sale of Assets dated as of March 5, 1997(3)
11 Earnings (Loss) per Share Computation*
22 List of Subsidiaries*
23.1 Independent Auditors' Consent (KPMG Peat Marwick -- Ugly Duckling Corporation)
23.2 Independent Auditors' Consent (KPMG Peat Markwick - Seminole Finance Corporation and Related Companies)
23.3 Independent Auditors' Consent (Barton & Company, P.A. -- Seminole Finance Corporation and Related Companies)
23.4 Consent of Independent Auditors (Ernst & Young -- E-Z Plan, Inc.)
23.5 Consent of Snell & Wilmer L.L.P (included in Exhibit 5)
</TABLE>
__________
* Previously filed
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 333-3998), effective June 18, 1996.
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 333-13755), effective October 30, 1996.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
(4) Incorporated by reference to the Company's Current Report on Form 8-K,
filed January 30, 1997.
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and has duly caused this
Post Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on June 19, 1997.
Ugly Duckling Corporation
By: /s/ ERNEST C. GARCIA, II
------------------------------
Ernest C. Garcia, II
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment No. 1 to this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE><CAPTION>
NAME AND SIGNATURE TITLE DATE
- --------------------------- ------------------------------ -------------
<S> <C> <C>
/s/ ERNEST C. GARCIA, II Chief Executive Officer and June 19, 1997
- ---------------------------
Ernest C. Garcia, II Director (Principal executive
officer)
/s/ * Senior Vice President and June 19, 1997
- ---------------------------
Steven T. Darak Chief Financial Officer
(Principal financial and
accounting officer)
/s/ * Director June 19, 1997
- ---------------------------
Robert J. Abrahams
/s/ * Director June 19, 1997
- ---------------------------
Christopher D. Jennings
/s/ * Director June 19, 1997
- ---------------------------
John N. MacDonough
/s/ * Director June 19, 1997
- ---------------------------
Arturo R. Moreno
By:/s/ ERNEST C. GARCIA, II Director June 19, 1997
- ---------------------------
Ernest C. Garcia, II
(Attorney-in-fact)*
</TABLE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- -----------------------------------------------------------------------------------------------------------
<C> <S>
3.1 Certificate of Incorporation of the Registrant(1)
3.1(a) Amendment to Certificate of Incorporation of the Registrant(1)
3.2 Bylaws of the Registrant(1)
3.2(a) Amendment to Bylaws of the Registrant(1)
4.1 Certificate of Incorporation of the Registrant filed as Exhibit 3.1(1)
4.2 Series A Preferred Stock Agreement(1)
4.3 18% Subordinated Debenture of the Registrant issued to Verde Investments, Inc.(1)
4.4 18% Junior Subordinated Revolving Debenture of the Registrant issued to Verde
Investments, Inc., as amended(1)
4.5 Convertible Note of the Registrant issued to SunAmerica Life Insurance Company(1)
4.6 Form of Certificate representing Common Stock(1)
4.7 Form of Warrant issued to Cruttenden Roth Incorporated as Representative of the
several underwriters(1)
4.8 Form of Warrant issued to SunAmerica Life Insurance Company(1)
5 Opinion of Snell & Wilmer L.L.P. regarding the legality of the common stock being
registered*
10.1 Motor Vehicle Installment Contract Loan and Security Agreement between the
Registrant and General Electric Capital Corporation(1)
10.1(a) Amendment to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(1)
10.1(b) Amendment to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(1)
10.1(c) Amendment No. 3 to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(1)
10.1(d) Amendment No. 4 to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(1)
10.1(e) Amendment No. 5 to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(1)
10.1(f) Amendment No. 6 to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation(2)
10.1(g) Assumption and Amendment Agreement between the Registrant and General Electric
Capital Corporation(2)
10.1(h) Amendment No. 7 to Motor Vehicle Installment Contract Loan and Security Agreement
between the Registrant and General Electric Capital Corporation (3)
10.2 Note Purchase Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.2(a) First Amendment to Note Purchase Agreement between the Registrant and SunAmerica
Life Insurance Company(1)
10.2(b) Second Amendment to Note Purchase Agreement between the Registrant and SunAmerica
Life Insurance Company(1)
10.2(c) Third Amendment to Note Purchase Agreement between the Registrant and SunAmerica
Life Insurance Company(1)
10.2(d) Fourth Amendment to Note Purchase Agreement between the Registrant and SunAmerica
Life Insurance Company(1)
10.2(e) Commitment Letter entered into between the Registrant and SunAmerica Life
Insurance Company(1)
10.2(f) Letter Agreement regarding Note Conversion between the Registrant and SunAmerica
Life Insurance Company(1)
10.3 Registration Rights Agreement between the Registrant and SunAmerica Life Insurance
Company(1)
10.3(a) Amended and Restated Registration Rights Agreement between the Registrant and
SunAmerica Life Insurance Company(1)
10.4 Form of Pooling and Servicing Agreement relating to SunAmerica securitization program(1)
10.5 Form of Certificate Purchase Agreement relating to SunAmerica securitization program(1)
10.6 Form of Origination Agreement and Assignment relating to SunAmerica securitization
program(1)
10.7 Form of Purchase Agreement and Assignment relating to SunAmerica securitization
program(1)
10.8 Form of Servicing Guaranty relating to SunAmerica securitization program(1)
10.9 Ugly Duckling Corporation Long-Term Incentive Plan(3)
10.10 Employment Agreement between the Registrant and Ernest C. Garcia, II(1)
10.11 Employment Agreement between the Registrant and Steven T. Darak(1)
10.12 Employment Agreement between the Registrant and Wally Vonsh(1)
10.13 Employment Agreement between the Registrant and Donald Addink(1)
10.14 Lease Agreement between the Registrant and Camelback Esplanade Limited Partnership
for corporate offices in Phoenix, Arizona(1)
10.15 Land Lease Agreement between the Registrant and Verde Investments, Inc. for
property located at 5104 West Glendale Avenue in Glendale, Arizona(1)
10.16 Building Lease Agreement between the Registrant and Verde Investments, Inc. for
property and buildings located at 9630 and 9650 North 19th Avenue in Phoenix, Arizona(1)
10.17 Land Lease Agreement between the Registrant and Verde Investments, Inc. for
property located at 330 North 24th Street in Phoenix, Arizona(1)
10.18 Land Lease Agreement between the Registrant and Verde Investments, Inc. for
property located at 333 South Alma School Road in Mesa, Arizona(1)
10.19 Lease Agreements between the Registrant and Blue Chip Motors, the Registrant and S
& S Holding Corporation, and the Registrant and Edelman Brothers for certain
properties located at 3901 East Speedway Boulevard in Tucson, Arizona(1)
10.20 Real Property Lease between the Registrant and Peter and Alva Keesal for property
located at 3737 South Park Avenue in Tucson, Arizona(1)
10.21 Land Lease Agreement between the Registrant and Verde Investments, Inc. for
property located at 2301 North Oracle Road in Tucson, Arizona(1)
10.22 Related Party Transactions Modification Agreement between the Registrant and Verde
Investments, Inc.(1)
10.23 Sublease Agreement between the Registrant and Envirotest Systems Corp. for
corporate offices in Phoenix, Arizona(1)
10.24 Form of Indemnity Agreement between the Registrant and its directors and
officers(1)
10.25 Ugly Duckling Corporation 1996 Director Incentive Plan(1)
10.26 Purchase Agreement, dated February 10, 1997 between the Registrant and Friedman,
Billings, Ramsey & Co., Inc.*
10.27 Agreement of Purchase and Sale of Assets dated as of December 31, 1996(4)
10.28 Agreement of Purchase and Sale of Assets dated as of March 5, 1997(3)
11 Earnings (Loss) per Share Computation*
22 List of Subsidiaries*
23.1 Independent Auditors' Consent (KPMG Peat Marwick -- Ugly Duckling Corporation)
23.2 Independent Auditors' Consent (KPMG Peat Marwick -- Seminole Finance Corporation and Related Companies)
23.3 Independent Auditors' Consent (Barton & Company, P.A. - Seminole Finance Corporation and Related Companies)
23.4 Consent of Independent Auditors (Ernst & Young -- E-Z Plan, Inc.)
23.5 Consent of Snell & Wilmer L.L.P (included in Exhibit 5)
</TABLE>
__________
* Previously filed
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 333-3998), effective June 18, 1996.
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 333-13755), effective October 30, 1996.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
(4) Incorporated by reference to the Company's Current Report on Form 8-K,
filed January 30, 1997.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ugly Duckling Corporation
We consent to the inclusion of our report dated January 31, 1997, except for
Note 19 to the Consolidated Financial Statements which is as of February 13,
1997, on the consolidated financial statements of Ugly Duckling Corporation
included herein and to the references to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the Post Effective Amendment No.
1 to Form S-1 of Ugly Duckling Corporation.
/s/ KPMG Peat Marwick, LLP
Phoenix, Arizona
June 20, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ugly Duckling Corporation:
We consent to the inclusion of our report dated March 18, 1997 with respect to
the combined balance sheet of Seminole Finance Corporation and Related
Companies as of December 31, 1996 and the related combined statements of
operations, stockholder's equity (deficit), and cash flows for the year ended
December 31, 1996, which report appears in the Post Effective Amendment No. 1
to Form S-1 of Ugly Duckling Corporation.
Our report dated March 18, 1997, contains an explanatory paragraph that
states: "the accompanying combined financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 7 to the combined financial statements, the Company is involved in a
lawsuit that involves a material amount of damages that, if there were an
adverse outcome, raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also described
in Note 7. The combined financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
/s/ KPMG Peat Marwick, LLP
Tampa, Florida
June 20, 1997
EXHIBIT 23.3
INDEPENDENDT AUDITORS' CONSENT
The Board of Directors
Ugly Duckling Corporation
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Registration No. 33-06615)
pertaining to the Ugly Duckling Corporation Director Incentive Plan and (Form
S-8 Registration No. 33-08457) pertaining to the Ugly Duckling Corporation
Long-Term Incentive Plan of Ugly Duckling Corporation of our report dated
February 10, 1997 with respect to the combined balance sheet of Seminole
Finance Corporation and Related Companies as of December 31, 1995 and the
related combined statements of operations, stockholder's equity (deficit), and
cash flows for the year ended December 31, 1995 and to the inclusion in the
Post Effective Amendment No. 1 to Form S-1 (Registration No. 333-22237) of
Ugly Duckling Corporation dated June 20, 1997 (including Prospectus Supplement
No. 2 (pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended)
to be filed by Ugly Duckling Corporation with the Securities and Exchange
Commission after the date hereof).
/s/ Barton & Company, P.A.
Certified Public Accountants
St. Petersburg, Florida
June 19, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in the Registration Statement (Post Effective
Amendment No. 1 to Form S-1 No. 333-22237) of Ugly Duckling Corporation of our
report dated February 24, 1997, except for Note 8, as to which the date is
February 28, 1997, with respect to the financial statements of E-Z Plan, Inc.
for the year ended December 31, 1996 which will be filed in Prospectus
Supplement No. 2 to the Propectus dated April 21, 1997 of Ugly Duckling
Corporation to be filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Antonio, Texas
June 19, 1997
