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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Ugly Duckling Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
903512 10 1
(CUSIP Number)
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey, LLP
40 North Central Avenue, Suite 2700
Phoenix, AZ 85004
(602) 528-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 27, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. /X/
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes.)
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CUSIP No.: 903512 10 1
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ernest C. Garcia, II
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) /X/
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF, OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization: United States of America
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Number of Shares 7. Sole Voting Power: 4,520,000
Beneficially by
Owned by Each 8. Shared Voting Power: -0-
Reporting Person
With 9. Sole Dispositive Power: 4,520,000
10. Shared Dispositive Power: -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,520,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) /X/
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13. Percent of Class Represented by Amount in Row (11): 36.5%
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14. Type of Reporting Person (See Instruction): IN
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CUSIP No.: 903512 10 1
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gregory B. Sullivan
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) /X/
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF, OO, SC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization: United States of America
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Number of Shares 7. Sole Voting Power: 395,800 (includes options to
Beneficially by purchase 336,000 shares)
Owned by Each
Reporting Person 8. Shared Voting Power: -0-
With
9. Sole Dispositive Power: 395,800 (includes options
to purchase 336,000 shares)
10. Shared Dispositive Power: -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
395,800 (includes options to purchase 336,000 shares)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) /X/
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13. Percent of Class Represented by Amount in Row (11): 3.2%
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14. Type of Reporting Person (See Instruction): IN
Pursuant to Rule 13d-2 of Regulation 13D of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Schedule 13D statement ("Schedule 13D") dated September 14, 2000, as amended by
Amendment No. 1 dated October 4, 2000, relating to the shares of common stock,
$.001 par value per share (the "Common Stock"), of Ugly Duckling Corporation
(the "Company") is hereby amended to update certain information concerning
Ernest C. Garcia, II and to remove Gregory B. Sullivan from this Schedule 13D as
the facts no longer support his inclusion pursuant the Rule 13d-5(b)(1).
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ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This Schedule 13D is being filed by Ernest C. Garcia, II, a United States
citizen. Mr. Garcia's business address is 2575 E. Camelback Road, Suite 700,
Phoenix, AZ 85016. Mr. Garcia is the Chairman of the Board of Directors of the
Company and President of Verde Investments, Inc., an Arizona corporation
principally engaged in commercial real estate investments ("Verde"). The
principal business address of the Company is 2525 E. Camelback Road, Suite 500,
Phoenix, AZ 85016. The principal business address of Verde is 2575 E. Camelback
Road, Suite 700, Phoenix, AZ 85016. Mr. Garcia has not during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). In addition, during the last five years, Mr. Garcia has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which has or would make him subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Mr. Garcia is a citizen of the United
States of America.
Mr. Sullivan is currently not a member of a group acting together to acquire the
Company's Common Stock pursuant to Rule 13d-5(1)(b), and, therefore, his
interest in the securities of the Company is currently not required to be
reported under Section 13 of the Exchange Act or in this Schedule 13D.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated in its entirety as follows:
All Common Stock of the Company acquired or held by Mr. Garcia to date has been
acquired with personal funds in the aggregate amount of approximately $970. In
the future, Mr. Garcia (either alone or in combination with any interested
parties, which could include members of the Company's executive management) may
purchase additional shares of Common Stock with personal funds, funds borrowed
from various financing sources, or a combination of such personal and borrowed
funds. Mr. Garcia has no definitive arrangements in place with respect to any
such borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated in its entirety to read as follows:
On October 4, 2000, Ernest C. Garcia, II made an offer (the "Offer") to the
Board of Directors of the Company to purchase all of the outstanding shares of
the Common Stock of the Company not already owned by Mr. Garcia for $8.50 per
share, consisting of $2.50 in cash and $6.00 in subordinated indebtedness.
Pursuant to the terms of the Offer, Gregory B. Sullivan, Chief Executive Officer
of the Company, would have had the right to purchase, or receive an option to
purchase, a twenty percent (20%) interest in the surviving entity. After
discussions with the Company, the Board of Directors of the Company and the
Special Transaction Committee of the Board of Directors of the Company, Mr.
Garcia withdrew the Offer as he did not believe that the Offer, as proposed,
would have been approved at this time by the Special Transaction Committee of
the Board of Directors of the Company. As a result of the Offer being withdrawn,
Mr. Sullivan does not have any arrangement to acquire an interest in the Company
or any surviving entity as a result of a merger, and, therefore, is currently
not a member of a group pursuant to Rule 13d-5(1)(b) and is currently not
required to file reports of his beneficial ownership under Section 13 of the
Exchange Act.
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Mr. Garcia still believes that the Common Stock of the Company represents an
attractive investment opportunity at its recent trading prices, and he remains
interested in the possibility of acquiring all of the outstanding shares.
Accordingly, to the extent that the Common Stock remains in its current price
range, Mr. Garcia may consider a new proposal to the Company or other possible
acquisitions of some or all of the outstanding Common Stock owned by other
shareholders of the Company (either alone or in combination with other
interested parties, which could include members of the Company's executive
management). Such acquisition might be accomplished through a number of
alternative transactions, including without limitation, open market purchases,
tender offers, privately negotiated transactions and/or a recapitalization of
the Company, in which such shares of Common Stock could be converted into the
right to receive some combination of cash and debt, or all debt. Any such
recapitalization could be effected through a merger or other reorganization of
the Company. Mr. Garcia currently owns approximately 36.5% of the Company's
outstanding shares of Common Stock. If Mr. Garcia were to acquire all or a
substantial majority of the outstanding shares of Common Stock held by other
shareholders, the Common Stock could be delisted from trading on The NASDAQ
National Market or any other exchange or inter-dealer quotation system, and the
Common Stock could become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
(a) Mr. Garcia beneficially owns an aggregate of 4,520,000 shares,
approximately 36.5%, of the Common Stock of the Company consisting of: (i)
4,500,000 shares owned directly by Mr. Garcia, and (ii) 20,000 shares which Mr.
Garcia has the right to acquire under presently exercisable stock options.
(b) Mr. Garcia has the sole power to vote and to dispose of 4,520,000
shares.
(c) Mr. Garcia has not effected any transaction in securities of the
Company during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended and restated in its entirety as follows:
As a result of the Offer being withdrawn, Mr. Sullivan does not have any
arrangement to participate in the acquisition of shares of Common Stock of the
Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit Number Description
1 Certificate Regarding Joint Filing
SIGNATURE
After reasonable 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.
October 30, 2000
Date
/s/ Ernest C. Garcia, II
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Ernest C. Garcia, II
/s/ Gregory B. Sullivan
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Gregory B. Sullivan
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