<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
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)
------------------------
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)
------------------------
COPY TO:
STEVEN D. PIDGEON
SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6252
SEPTEMBER 21, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
AMOUNT OF
TRANSACTION VALUATION* FILING FEE**
<S> <C>
- ----------------------------------------------------------------------------------------------
$22,650,000.00 $4,530.00+
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
* Assumes purchase of 5,000,000 Shares of Common Stock at $4.53 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Schedule 13E-4 relates to an offer by Ugly Duckling Corporation to
exchange (the "Exchange Offer") up to $32,500,000 principal amount of its 12%
Subordinated Debentures due 2003 (the "Debentures") for up to 5,000,000 Shares
of its Common Stock, par value $.001 per Share ("Common Stock"). A copy of Ugly
Duckling Corporation's Offering Circular dated September 17, 1998 relating to
the Exchange Offer (the "Offering Circular") was previously filed with the
Schedule 13E-4 as Exhibit (1) and is incorporated herein by this reference and
each reference below. A copy of Ugly Duckling Corporation's Supplement dated
September 28, 1998 (the "Supplement") to the Offering Circular, describing the
termination of the Rights Offering relating to the Common Stock of Cygnet
Financial Corporation, was previously filed with Amendment No. 1 to the Schedule
13E-4 as Exhibit (7) and is incorporated herein by this reference and each
reference below.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Ugly Duckling Corporation, a Delaware
corporation (the "Company"), which has its principal executive offices at 2525
East Camelback Road, Suite 500, Phoenix, Arizona 85016 (telephone number (602)
852-6600).
(b) The exact title and amount of the class of securities being sought are
up to 5,000,000 Shares of Ugly Duckling Corporation Common Stock, par value
$.001 per Share ("Common Stock"). As of September 15, 1998, approximately
18,535,000 Shares of Common Stock were outstanding. Subject to the following
conditions, the Company has the right to accept any number of Shares of Common
Stock tendered. The Company will accept a maximum of 5,000,000 Shares of Common
Stock. If more than 5,000,000 shares of Common Stock are validly tendered
pursuant to the Exchange Offer, the Company will accept no more than 5,000,000
of the tendered shares, to be allocated among tendering stockholders on a pro
rata basis as described in the Offering Circular. The Exchange Offer is
contingent upon the tender of at least 1,000,000 Shares of Common Stock. If less
than 1,000,000 Shares of Common Stock are tendered by the Expiration Time, the
Company will accept none of the Shares tendered. The Exchange Offer is subject
to a number of additional conditions and may be amended or withdrawn in certain
circumstances, as described in the Offering Circular under "The Exchange
Offer -- Conditions to and Amendment of the Exchange Offer."
With respect to the consideration being offered for the Common Stock, the
cover page of the Offering Circular and the sections of the Offering Circular
entitled "The Exchange Offer" and "Description of the Debentures" are hereby
incorporated herein by reference.
Executive officers and directors of the Company have advised the Company
that they do not intend to tender any Shares of Common Stock in the Exchange
Offer.
(c) The Common Stock is quoted on the Nasdaq National Market. Reference is
made to the section of the Offering Circular entitled "Price Range of Common
Stock"; which is hereby incorporated herein by reference.
(d) This statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The consideration offered by the Company in exchange for the Common
Stock is the Company's 12% Subordinated Debentures. If 5,000,000 Shares of
Common Stock are tendered and accepted in exchange, a total of $32,500,000
aggregate principal amount of Debentures will be issued pursuant to the Exchange
Offer.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) With respect to the primary purpose of the Exchange Offer, the
section of the Offering Circular entitled "Background, Purpose and Effect of the
Exchange Offer" is hereby incorporated herein by reference. With respect to
changes in the capitalization of the Company, the section of the Offering
Circular entitled "Capitalization" is hereby incorporated herein by reference.
With respect to extraordinary corporate transactions, the Company intended to
consummate a separation of its dealership and non-dealership operations pursuant
to a split-up of certain of its operations, assets and related liabilities as
described in the
2
<PAGE> 3
Company's Notice and Proxy Statement dated August 4, 1998 filed with the
Securities and Exchange Commission on August 4, 1998 (the "Split-up"). The
sections of the Notice and Proxy Statement entitled "Proposal No. 4 -- Approval
of Split-up of the Company and Its Subsidiaries into Two Publicly-held Corporate
Groups" and "Management of the Company" are hereby incorporated by reference. On
September 25, the Company and Cygnet Financial Corporation elected to terminate
the Rights Offering as described in the Supplement attached hereto as Exhibit
(7) and decided not to proceed with the Split-up as contemplated. The
termination of the Rights Offering will not affect the Exchange Offer, which is
scheduled to expire October 19, 1998. The transactions contemplated pursuant to
the Split-up are not related to the Exchange Offer.
Despite termination of the Rights Offering and the corresponding decision
not to proceed with the Split-up as contemplated, the Company continues to
evaluate its options regarding the separation of its dealership and
non-dealership operations. Even though the Split-up will not be consummated as
contemplated, if at all, the Company does not anticipate that terminating the
Rights Offering will have any significant current impact on the Company's
consolidated financial statements, other than the write-off of expenses incurred
related to the Rights Offering expected to approximate $1.0 million after income
taxes. Individuals contemplating whether to participate in the Exchange Offer
should consider the possibility that the Company could later decide to retain
rather than separate its non-dealership operations, in which case the Company's
consolidated financial statements would require restatement to reflect the
integration of certain financial results currently attributed to discontinued
operations.
Other than as described above, the Company currently has no plans or
proposals relating to or that would result in any of the actions enumerated in
Items 3(c)-(j).
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Within the 40 business days prior to the date of the filing of the Schedule
13E-4 the following transactions were effected in the Common Stock of the
Company.
- The Company purchased 44,000 Shares of its Common Stock, on the open
market through a broker, at $6.91 per share, on August 17, 1998.
- Ernest C. Garcia, II (through Verde Investments, Inc.), the Company's
Chairman of the Board and Chief Executive Officer, purchased 12,000
Shares of Common Stock, on the open market through a broker, at $5.3125
per share, on August 31, 1998.
- Gregory B. Sullivan, the Company's President and Chief Operating Officer,
purchased 10,000 Shares of Common Stock, on the open market through a
broker, at $4.8125 per share, on August 31, 1998.
- John N. MacDonough, a Director, indirectly purchased 100 Shares of Common
Stock, on the open market through a broker, at $4.75 per share, on
September 2, 1998. The indirect purchase was made by a trust for the
benefit of a family member of Mr. MacDonough.
- Frank P. Willey, a Director, purchased 17,700 Shares of Common Stock, on
the open market through a broker, 11,000 Shares at $4.75 per share and
6,700 Shares at $4.875 per share, on September 1, 1998.
- Eric J. Splaver, the Company's Corporate Controller, indirectly purchased
3,000 Shares of Common Stock, on the open market through a broker, at
$7.0625 per share, on August 14, 1998. The indirect purchase was made by
a trust for the benefit of Mr. Splaver and his spouse.
- Christopher D. Jennings, a Director, disposed of (forfeited) a warrant to
purchase 9,917 Shares of Common Stock, as of July 31, 1998. The exercise
price for the Shares was $9.45 per share. The forfeiture of the Shares
occurred in connection with Mr. Jennings terminating his employment and
related terms of employment with Cruttenden Roth Incorporated.
- Steven P. Johnson, the Company's Senior Vice President and General
Counsel, acquired 2,000 Shares by exercising options previously granted
under one of the Company's employee incentive plans, at $6.75, on July 1,
1998.
Other than as set forth above, neither the Company nor, to the best of the
Company's knowledge, any of its directors or executive officers, or any of the
executive officers or directors of any of its subsidiaries, or any associate or
subsidiary of any such person (including any executive officer or director of
any such subsidiary), has engaged in any transaction involving Shares of the
Company's Common Stock during the period of 40 business days prior to the date
of the filing of the Schedule 13E-4.
3
<PAGE> 4
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Neither the Company nor, to the best of the Company's knowledge, any of its
directors or executive officers, or any of the executive officers or directors
of any of its subsidiaries, is party to any contract, arrangement or
understanding nor is there any relationship relating to the Exchange Offer
between any of such executive officers and directors and any other person with
respect to any securities of the Company. The Company's executive officers and
directors, however, have advised the Company that they do not intend to
participate in the Exchange Offer.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
None.
ITEM 7. FINANCIAL INFORMATION.
(a) The Consolidated Financial Statements included in the Company's Notice
and Proxy Statement dated August 4, 1998 and Item 1 of the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31 and June 30, 1998, entitled
"Financial Statements" are hereby incorporated herein by reference. With respect
to the ratio of earnings to fixed charges and book value per share information,
the sections of the Offering Circular entitled "Summary Selected Consolidated
Financial Data" and "Certain Pro Forma Financial Information" are hereby
incorporated herein by reference.
(b) Reference is made to the section of the Offering Circular entitled
"Certain Pro Forma Financial Information," which section is hereby incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) As disclosed in the Offering Circular, the Company's executive officers
and directors have advised the Company that they will not tender any shares of
Common Stock in connection with the Exchange Offer.
(b) Not applicable.
(c) Not applicable.
(d) None.
(e) Additional information with respect to the Exchange Offer and related
matters is included in the Offering Circular, which is hereby incorporated
herein by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offering Circular, dated September 17, 1998.*
(2) Form of Letter of Transmittal.*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees dated September 17, 1998.*
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees dated September 17, 1998.*
(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(7) Supplement dated September 28, 1998 to Offering Circular dated
September 17, 1998.*
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ---------------
*Previously filed.
4
<PAGE> 5
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: October 1, 1998
By /s/ ERNEST C. GARCIA, II
------------------------------------
Ernest C. Garcia, II
Chairman of the Board and
Chief Executive Officer
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(1) Offering Circular dated September 17, 1998*
(2) Form of Letter of Transmittal*
(3) Form of Notice of Guaranteed Delivery*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees dated September 17, 1998*
(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees dated
September 17, 1998*
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9*
(7) Supplement dated September 28, 1998 to Offering Circular
dated September 17, 1998.*
</TABLE>
- ---------------
*Previously filed.
6
