UGLY DUCKLING CORP
8-K, 1999-11-09
PERSONAL CREDIT INSTITUTIONS
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OF 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                November 8, 1999 (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              (Commission              (IRS Employer
       Jurisdiction              File Number)           Identification No.)
    of Incorporation)

           2525 East Camelback Road, Suite 500, Phoenix, Arizona 85016
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (602) 852-6600

                                 Not Applicable

          (Former Name or Former Address, if Changed Since Last Report)

                                       1
<PAGE>



ITEM 5. OTHER EVENTS.

     Attached  hereto as Exhibit 99.1 is a copy of Ugly  Duckling  Corporation's
press release dated November 8, 1999 titled "Ugly Duckling Completes Acquisition
of Virginia  Dealerships" which describes the Company's acquistion of 5 buy-here
pay-here locations in the Richmond Virginia area, and related inventory and loan
portfolio.


(c)  Exhibits


EXHIBIT
NUMBER         DESCRIPTION
- --------       -----------

99.1        Ugly  Duckling  Corporation  Press  Release Dated November 8, 1999
            Titled "Ugly Duckling Completes Acquisition of Virginia Dealerships"







                                       2
<PAGE>   3
                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                UGLY DUCKLING CORPORATION
                                                        (Registrant)



                                                By /s/ JON D. EHLINGER
                                                   -----------------------------
                                                         (Signature)

                                                   Jon D. Ehlinger
                                                   Secretary


Date   November 8, 1999




CONTACTS:                  Steven T. Darak
                           Senior Vice President and Chief Financial Officer
                           (602) 852-6600

                           Investor Relations
                           Ugly Duckling Corporation
                           [email protected]



FOR IMMEDIATE RELEASE

November 8, 1999

           UGLY DUCKLING COMPLETES ACQUISITION OF VIRGINIA DEALERSHIPS

  Company Enters New Market with Five Dealerships and Finance Company Portfolio

PHOENIX - November 8, 1999 - Ugly Duckling  Corporation  (Nasdaq NM: UGLY),  the
largest and fastest  growing used car sales company  focused  exclusively on the
sub-prime  market,  today  announced  that it has completed its  acquisition  of
certain  assets of Virginia  Auto Mart, a  Virginia-based  sub-prime  automobile
sales and finance company. The assets acquired include five used car dealerships
in the greater Richmond  metropolitan  area,  including  vehicle inventory and a
loan  portfolio  of  approximately   $8.0  million.   Additional  terms  of  the
transaction were not disclosed.

"This  acquisition  brings our total number of used car  dealerships  to 72, and
more importantly,  opens a new geographic market for us," said Gregory Sullivan,
President  and  Chief  Executive  Officer  of Ugly  Duckling  Corporation.  "Our
strategy  continues to focus on adding new  dealerships at an accelerated  pace,
either to fill in existing markets or enter new markets with multiple locations.
We expect  to add a  minimum  of 20  dealerships  by the end of 2000,  through a
combination of acquisitions and de novo projects. Including today's acquisition,
Ugly Duckling has added 30 new dealerships over the past two years."

Headquartered in Phoenix,  Arizona, Ugly Duckling Corporation is the largest and
fastest  growing  operator of used car  dealerships  focused  exclusively on the
sub-prime  market.  The Company  underwrites,  finances and  services  sub-prime
contracts generated at its 72 Ugly Duckling  dealerships.  Cygnet Dealer Finance
provides  operating  lines  of  credit  and  other  financing  arrangements  for
non-affiliated used car dealers.  The Company also services sub-prime auto loans
for third parties.

(This  press  release  includes   statements  that  constitute  forward  looking
statements  within the meaning of the safe harbor  provisions of the Private and
Securities Litigation Reform Act of 1995.  Forward-looking  statements are often
characterized by the words  "believes,"  "estimates,"  "projects,"  "expects" or
similar  expressions.  Forward-looking  statements in this release relate, among
other matters, to growth in the Company's  dealerships through  acquisitions and
de  novo  dealership  openings.  Factors  that  could  cause  or  contribute  to
differences from these  forward-looking  statements include, but are not limited
to: any decline in consumer  acceptance of the Company's car sales strategies or
marketing  campaigns;  any inability of the Company to finance its operations in
light of a tight credit market for the sub-prime  industry and any deterioration
in the used car finance industry or increased  competition in the used car sales
and finance  industry.  Other  factors are  detailed  in the  sections  entitled
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  -- Risk  Factors,"  "Factors  That May  Affect  Future  Results  and
Financial  Condition" and "Factors That May Affect Future Stock  Performance" in
Ugly  Duckling  Corporation's  most  recent  reports  on Form 10-K and Form 10-Q
(including  Exhibit 99 to any such Form 10-Q),  and  elsewhere in Ugly  Duckling
Corporation's  Securities  and  Exchange  Commission  filings.  By making  these
forward-looking statements, the Company undertakes no obligation to update these
statements  for  revisions  or  changes  after the date of this  press  release.
References  to Ugly  Duckling  Corporation  as the largest  and fastest  growing
operator of used car dealerships  focused exclusively on the sub-prime market is
management's  belief  based upon its  knowledge  of the  industry and not on any
current independent third party study.)

      For additional information on Ugly Duckling Corporation, please dial
  1-800-PRO-INFO (776-4636) and enter ticker symbol UGLY or visit the Company's
                       web-site at WWW.UGLYDUCKLING.COM.





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