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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 19, 1998
(Date of earliest event reported)
Ugly Duckling Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-20841 86-0721358
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Ugly Duckling Corporation
2525 East Camelback, Suite 1150
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
602-852-6600
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Attached hereto as Exhibit 99 is a copy of Ugly Duckling Corporation's press
release dated June 22, 1998 titled "Ugly Duckling Corporation Split-up: Cygnet
Financial Corporation Files Initial Registration Statement to Register
Securities for Split-up."
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
- -------------- -----------
99 Ugly Duckling Corporation's press release dated June 22, 1998
titled "Ugly Duckling Corporation Split-up: Cygnet Financial
Corporation Files Initial Registration Statement to Register
Securities for Split-up"
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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 thereunto duly authorized.
UGLY DUCKLING CORPORATION
(Registrant)
Date: June 25, 1998
By: /s/ Steven P. Johnson
________________________________
Steven P. Johnson
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99 Ugly Duckling Corporation's press release dated June 22, 1998
titled "Ugly Duckling Corporation Split-up: Cygnet Financial
Corporation Files Initial Registration Statement to Register
Securities for Split-up"
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EXHIBIT 99
[UGLY DUCKLING
CORPORATION LOGO]
CONTACTS: Steven T. Darak
Senior Vice President and Chief Financial Officer
(602) 852-6600
Lori Parks / Eugene Heller
Silverman Heller Associates
(310) 208-2550
FOR IMMEDIATE RELEASE
UGLY DUCKLING CORPORATION SPLIT-UP: CYGNET FINANCIAL
CORPORATION FILES INITIAL REGISTRATION STATEMENT TO
REGISTER SECURITIES FOR SPLIT-UP
PHOENIX, Arizona (June 22, 1998) - Ugly Duckling Corporation ("UDC") (Nasdaq NM:
UGLY) announced today the filing of a registration statement with the Securities
and Exchange Commission by Cygnet Financial Corporation ("Cygnet"), a newly
formed subsidiary of UDC, relating to the previously disclosed plan to separate
UDC into two publicly traded companies (the "Split-up").
As part of the Split-up, Cygnet would acquire and operate substantially
all of the non-dealer finance operations currently conducted by UDC, including
its bulk purchasing and certain servicing operations and its third-party dealer
financing operations. UDC would retain and continue to operate its "buy here-pay
here" dealerships and to service the finance receivables generated by those
dealerships, as well as certain other operations. If the Split-up transaction is
completed, UDC and Cygnet would be owned, operated and managed as separate
public companies.
The registration statement provides for a rights offering (the "Rights
Offering"), which includes, among other things, (a) the distribution of
transferable rights to holders of UDC common stock to subscribe for shares of
common stock of Cygnet, and (b) the sale of
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shares of Cygnet common stock upon exercise of these rights. Pursuant to the
Rights Offering, each holder of UDC common stock as of a record date would
receive one right for every four shares of UDC common stock. Each right would
represent the right to subscribe for one share of Cygnet common stock at an
exercise price of $7.00.
The Split-up transaction, including the transfer of assets from UDC to
Cygnet and the issuance of the rights and Cygnet common stock, is subject to a
number of contingencies. These contingencies include, without limitation, the
approval of the Split-up by the stockholders of UDC, the finalization of an
appraisal of the assets to be transferred and a "fairness opinion" from an
investment banking firm, and various other consents and approvals. There can be
no assurance that all of the conditions to the Rights Offering or the Split-up
will be satisfied or that the Split-up can be effected or the rights issued.
Headquartered in Phoenix, Arizona, Ugly Duckling Corporation is a used
car sales and finance company that operates the nation's largest chain of used
car dealerships focused exclusively on the sub-prime market. UDC underwrites,
finances and services sub-prime contracts generated at its UDC dealerships.
Cygnet provides operating lines of credit and other financing arrangements for
non-affiliated used car dealers. UDC also acquires economic interests in
distressed portfolios.
*****
This press release includes statements that may constitute
forward-looking statements, usually containing the words "believe," "estimate,"
"project," "expects" or similar expressions. These statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements inherently involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. By making these forward-looking statements, UDC undertakes no
obligation to update these statements for revisions or changes after the date of
this release. Factors that would cause or contribute to such differences
include, but are not limited to, factors detailed in the sections and
subsections entitled "Risk Factors," "Factors That May Affect Future Results and
Financial Condition" and "Factors That May Affect Future Stock Performance" in
UDC's most recent reports on Form 10-K and Form 10-Q, and elsewhere in UDC's
Securities and Exchange Commission filings.
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The registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. A copy of the prospectus, included
with the registration statement, will be distributed to stockholders with the
upcoming notice and proxy statement, pursuant to which UDC stockholders would
approve the Split-up.
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