SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
UGLY DUCKLING CORPORATION
(NAME OF APPLICANT)
2525 E. CAMELBACK SUITE 500, PHOENIX, ARIZONA 85016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
11% Subordinated Debentures due 2007 $27,500,000
Approximate date of proposed public offering:
February 22, 2000
Name and address of agent for service:
Jon D. Ehlinger, Esq.
General Counsel
Ugly Duckling Corporation
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
copy to:
Steve Pidgeon
Smell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
The Company hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this application, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon
written request of the Company.
<PAGE>
The purpose of this Amendment No. 1 is to file one new exhibit to the Form T-3
as indicated below.
Contents of the application for qualification. This application for
qualification comprises - -
(a) Pages numbered 1 to 10, consecutively.*
(b) The statement of eligibility and qualification of each trustee under the
indenture to be qualified.*
(c) The following exhibits in addition to those filed as a part of the statement
of eligibility and qualification of each trustee.
(i) Exhibit T3A -- The Company's Certificate of Incorporation (incorporated
by reference to the Company's Quarterly report on Form 10-Q, filed
August 10, 1998)*
(ii) Exhibit T3B -- The Company's Bylaws*
(iii) Exhibit T3C.l -- A copy of the Indenture to be qualified*
(iv) Exhibit T3C.2 -- A copy of the First Supplemental Indenture to the
Indenture to be qualified*
(v) Exhibit T3C.3 - A copy of the form of Second Supplemental Indenture to
the Indenture to be qualified*
(vi) Exhibit T3D - - Not applicable*
(vii) Exhibit T3E.1 -- Form of Offering Circular, dated as of February 22,
2000*
(viii) Exhibit T3E.2 -- Form of Letter of Transmittal, dated as of February
22, 2000 and accompanying documents*
(ix) Exhibit T3E.3 - Form of Letter to Stockholders re Extension, dated as
of March 24, 2000
(x) Exhibit T3F -- Cross Reference Sheet (see page ii of Exhibit T3C. 1)*
(xi) Exhibit 99.7 -- Form T-l Statement of Eligibility of Harris Trust and
Savings Bank under the Trust Indenture Act of 1939*
* Indicates Exhibits filed on February 21, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Ugly Duckling Corporation, a corporation organized and existing under
the laws of the State of Delaware, has duly caused this application to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the city of
Phoenix, and State of Arizona, on the 24th day of March, 2000.
UGLY DUCKLING CORPORATION
By:/s/ Gregory B. Sullivan
-----------------------
(Gregory B. Sullivan, President, Chief
Executive Officer and Director)
Attest:/s/ Jon D. Ehlinger By:/s/ Steven T. Darak
- -------------------------- ----------------------
(Jon D. Ehlinger) (Steven T. Darak, Chief Financial Officer,
Senior Vice President and Principal Accounting
Officer)
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
T3E.3 Form of Letter to Stockholders re Extension, dated as of Merch 23, 2000
<PAGE>
EXHIBIT T3E.3
Greg Sullivan
Chief Executive Officer
and President
March 24, 2000
To our stockholders:
On March 22, 2000, Ugly Duckling reported the extension of its exchange offer,
which was scheduled to expire at 5:00 p.m. New York City time. The new
expiration date for the exchange offer is April 13, 2000, at 5:00 p.m. New York
City time.
We extended the exchange offer because we had learned that the exchange offer
materials had inadvertently not been mailed to a small group of shareholders.
While the company had the exchange offer materials mailed immediately to those
shareholders, the company wanted to be sure all shareholders had a reasonable
period of time to consider the offer. Although we extended the offer to
accommodate these shareholders, any shareholder may tender shares under the
exchange offer through the new expiration date.
We are also pleased to share with you that as of the close of business March
21st our exchange agent reported that a total of 976,770 shares of common stock
were tendered to the company. The total reported by the exchange agent includes
294,500 shares tendered by Mr. Ernest Garcia, II, our chairman, consistent with
the company's previous announcement regarding his level of participation. Upon
the expiration of the exchange offer, the final total of tendered shares will be
subject to shareholder withdrawal rights, certain guaranteed delivery procedures
and Ugly Duckling's review and acceptance of all shares validly tendered.
The exchange offer enables stockholders to exchange up to 2.5 million of their
shares in the company for 11%, seven year subordinated debentures. Under the
terms of the offer, each share of stock is exchangeable for $11.00 principal
amount of debentures.
If you have any questions about the exchange offer, you may contact our
Information Agent, Corporate Investor Communications, Inc., at 1-201-896-1900.
Thank you for your ongoing support of Ugly Duckling.
Sincerely,
/S/ GREG SULLIVAN
Greg Sullivan,
Chief Executive Officer
and President
