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): APRIL 1, 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 FILE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION)
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 1, 1997, Ugly Duckling Corporation (the "Company") acquired a
significant portion of the assets of E-Z Plan, Inc., a Texas corporation
("Seller"), relating to the business conducted by Seller in San Antonio, Texas
described below. Prior to the acquisition, Seller was engaged in the business
of selling and financing used motor vehicles at dealerships located in San
Antonio, Texas and in other locations in the state of Texas which were not
acquired. The acquired assets consist primarily of a portfolio of installment
sales contracts held by Seller and secured by vehicles sold by Seller or
affiliates of Seller, the inventory of vehicles (excluding repossessions) held
for retail sale by Seller in its San Antonio dealerships, and furniture,
leasehold improvements, fixtures, equipment, supplies and intellectual
property relating to the business conducted by Seller in San Antonio, Texas.
Leasehold interests held by Seller in facilities located outside of San
Antonio, Texas, as well as furniture, fixtures, and equipment at such
facilities, and certain other assets were excluded from the acquisition. In
connection with the acquisition, the Company also assumed selected liabilities
of Seller consisting primarily of equipment leases and service agreements.
The purchase price for the assets acquired was approximately $26.3 million in
cash. This purchase price is subject to adjustment based upon final
determination of the book value, as of the closing date, of the assets
acquired. The acquisition was effected by the Company through Ugly Duckling
Car Sales Texas, L.L.P., an Arizona limited liability partnership ("Car Sales
Texas"), a newly-formed entity, the general partner of which is Ugly Duckling
Car Sales, Inc. and the limited partner of which is UDRAC Rentals, Inc., both
wholly-owned subsidiaries of the Company. The Company obtained the money to
make the acquisition from working capital and funds acquired from a private
placement of common stock of the Company effected in February 1997. The
Company intends to continue the business acquired through Car Sales Texas
using its own business practices.
In connection with the acquisition, Car Sales Texas also leased certain
facilities previously used by Seller in connection with its business conducted
in San Antonio, Texas. Four facilities owned by affiliates of Seller and
utilized by Seller in its business as car dealerships have been leased by Car
Sales Texas at market rates for a ten-year term with a ten-year extension
option. Car Sales Texas has assumed the existing leases on three additional
facilities previously leased by Seller from third party lessors and used in
its business conducted in San Antonio, Texas as car dealerships. The terms of
these leases expire in February of 1999, June of 1999, and August of 2000.
Finally, a facility owned by an affiliate of Seller and previously used as
offices by Seller has been leased to Car Sales Texas on a quarter-to-quarter
basis with rentals at market rates.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial information at the
time of filing this report. The required financial information will be filed
by amendment to this Form 8-K not later than June 16, 1997.
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(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial information at
the time of filing this report. The required pro forma financial information
will be filed by amendment to this Form 8-K not later than June 16, 1997.
(c) Exhibits
Exhibit Number Description
2.1 Agreement of Purchase and Sale of Assets dated as of March
5, 1997 (1)
___________________
(1) Incorporated by reference to Exhibit No. 10.28 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
(File No. 0-20841) filed on March 31, 1997. The Company will furnish
supplementally a copy of any omitted schedule to the Agreement of Purchase and
Sale of Assets to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UGLY DUCKLING CORPORATION
(Registrant)
Dated: April 11, 1997 By: /s/ Steven T. Darak
Steven T. Darak
Chief Financial Officer, Senior Vice President, and
Treasurer
