SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) or 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)
COMMON STOCK
$.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
903512101
(CUSIP NUMBER OF CLASS OF SECURITIES)
GREGORY B. SULLIVAN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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
CALCULATION OF FILING FEE
- ---------------------------------- -------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- ---------------------------------- -------------------------------------------
$27,500,000 $5,500.00
- ---------------------------------- -------------------------------------------
* Assumes purchase of 2,500,000 Shares of Common Stock at $11.00 per share. **
Calculated based on the transaction valuation multiplied by one-fiftieth of one
percent.
<PAGE>
[x] Check the 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.
Schedule TO (File No. 005-46239) filed on February 22, 2000.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rules 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
This filing is made in accordance with Rule 13e-4(c)(1) of the
Securities and Exchange Act of 1934, and relates to the Issuer Exchange Offer
described in that previously filed Schedule TO (File No. 005-46239) by Ugly
Duckling Corporation on February 22, 2000. Attached hereto is a copy of Ugly
Duckling Corporation's press release dated March 21, 2000 titled "Ugly
Duckling Announces Extension of Exchange Offer."
<PAGE>
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.
Dated: March 22, 2000.
UGLY DUCKLING CORPORATION
A Delaware corporation
By: JON D. EHLINGER
-------------------
Jon D. Ehlinger
Secretary and General Counsel
<PAGE>
Exhibit
Number Description
- ----------- -----------
Exhibit 99.1 Ugly Duckling Corporation's press release dated March 21,
2000 titled "Ugly Duckling Announces Extension of Exchange
Offer."
FOR IMMEDIATE RELEASE
March 21, 2000
UGLY DUCKLING ANNOUNCES EXTENSION OF EXCHANGE OFFER
PHOENIX, March 21, 2000 - Ugly Duckling Corporation (Nasdaq NM: UGLY), the
largest and fastest growing used car sales company focused exclusively on the
sub-prime market, reported the extension of its exchange offer which was
scheduled to expire at 5:00 p.m. New York City time yesterday. The new
expiration date for the exchange offer will be April 13, 2000, at 5:00 p.m. New
York City time.
The company extended the exchange offer because it recently learned that the
exchange offer materials had inadvertently not been mailed to a small group of
shareholders. While the company has now had the exchange offer materials mailed
to those shareholders, the company wanted to be sure all shareholders have a
reasonable period of time to consider the offer.
The company also announced that as of the close of business yesterday, the
exchange agent reported that a total of 976,770 shares of common stock were
tendered to the company. The company is pleased to report that this number of
shares exceeds the minimum number of shares the company required under the
exchange offer. The total reported by the exchange agent also includes 294,500
shares of Mr. Ernest Garcia, II, the company's chairman, consistent with the
company's previous announcement of his level of participation. Upon the
expiration of the exchange offer, the final total of tendered shares will be
subject to 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.
<PAGE>
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 75 Ugly Duckling dealerships, located in 11
metropolitan areas in eight states.
(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. Factors that could cause or contribute to differences from
these forward-looking statements 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 more information on Ugly Duckling, please dial
1-800-PRO-INFO and enter company ticker symbol UGLY.
