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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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UGLY DUCKLING CORPORATION
(NAME OF ISSUER)
UGLY DUCKLING CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
12% SUBORDINATED DEBENTURES
DUE 2003
(TITLE OF CLASS OF SECURITIES)
903512
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ERNEST C. GARCIA, II
CHAIRMAN OF THE BOARD
UGLY DUCKLING CORPORATION
2525 EAST CAMELBACK ROAD, SUITE 500
PHOENIX, ARIZONA 85016
(602) 852-6600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF
OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
STEVEN D. PIDGEON
SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6252
NOVEMBER 24, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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AMOUNT OF
TRANSACTION VALUATION* FILING FEE**
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$12,377,617.00 $2,476.00
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* Assumes purchase of 2,536,397 Shares of Common Stock at $4.88 per share.
** Calculated based on the transaction valuation multiplied by one-fiftieth of
one percent.
+ Previously paid
[ ]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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This Amendment No. 1 to Schedule 13E-4, which constitutes the final
amendment (the "Final Amendment") to such Schedule 13E-4, relates to an offer by
Ugly Duckling Corporation to exchange (the "Exchange Offer") up to $16,486,582
principal amount of its 12% Subordinated Debentures due 2003 (the "Debentures")
for up to 2,536,397 Shares of its Common Stock, par value $.001 per Share
("Common Stock"). The purpose of filing this Final Amendment is to report
the results of Ugly Duckling Corporation's Exchange Offer pursuant to Ugly
Duckling Corporation's Offering Circular dated November 20, 1998.
The Exchange Offer terminated on Tuesday, December 22, 1998, at the close
of business. A total of 225,425 shares of Ugly Duckling Corporation's Common
Stock were validly tendered for exchange pursuant to the Exchange Offer and were
accepted by Ugly Duckling Corporation. $1,465,262 aggregate principal amount of
the Debentures were issued as of December 29, 1998 pursuant to the terms of the
Exchange Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UGLY DUCKLING CORPORATION
A Delaware corporation
Dated: December 29, 1998
By /s/ STEVEN P. JOHNSON
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Steven P. Johnson
Senior Vice President
and General Counsel
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