UNITED STATES
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
Date of Report (Date of earliest event reported): February 22, 2000
UGLY DUCKLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-20841 86-0721358
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2525 E. Camelback Road, Suite 500, Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (602) 852-6600
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Not applicable.
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
Attached hereto as Exhibit 99.1 is a copy of Ugly Duckling
Corporation's press release dated February 22, 2000 titled "Ugly Duckling
Announces Exchange Offer."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Ugly Duckling Corporation Press Release dated February 22, 2000 titled
"Ugly Duckling Announces Exchange Offer."
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SIGNATURE
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 hereunto duly authorized.
UGLY DUCKLING CORPORATION
Date: February 22, 2000 By: /s/ Jon D. Ehlinger
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Vice President, Secretary and
General Counsel
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EXHIBIT
NUMBER DESCRIPTION
99.1 Ugly Duckling Corporation Press Release dated February 22, 2000 titled
"Ugly Duckling Announces Exchange Offer."
FOR IMMEDIATE RELEASE
February 22, 2000
Financial Relations Board, Inc. serves as financial relations counsel to this
company is acting on the company's behalf in issuing this bulletin and receiving
compensation therefor. The information contained herein is furnished for
information purposes only and is not to be construed as an offer to buy or sell
securities
UGLY DUCKLING CORPORATION ANNOUNCES EXCHANGE OFFER
PHOENIX, Arizona (February 22, 2000) - Ugly Duckling Corporation (Nasdaq NM:
UGLY) today announced an offer to exchange up to $27.5 million principal amount
of its 11% Subordinated Debentures due 2007 for up to 2.5 million shares of its
common stock. Under the terms of the offer, each share of common stock can be
exchanged for $11.00 principal amount of debentures. The debentures will bear
interest at 11% per year, payable semi-annually each April 15 and October 15
starting on April 15, 2000, until they are paid in full. The principal amount of
the debentures will be due on or about the seventh anniversary of their issuance
date, subject to prepayment at the Company's option without penalty or premium.
The exchange offer will be made only through, and upon the terms and conditions
described in, Ugly Duckling's offering circular, dated February 22, 2000, and
related letter of transmittal. The offer is conditioned upon a minimum of
500,000 shares being tendered and is subject to a maximum of 2.5 million shares
being accepted for exchange. The offer and related withdrawal rights will expire
at 5:00 p.m. New York City time March 21, 2000 unless extended. Harris Trust and
Savings Bank will act as exchange agent for the offer.
Mr. Ernest Garcia, II, the Company's chairman and a beneficial owner of
4,794,500 shares of the Company's common stock (approximately 32% of all
outstanding shares), will tender a minimum of 294,500 shares, and up to 25% of
the shares tendered by all other shareholders if the Company's other
shareholders tender an insufficient number of shares to reach the maximum of
2,500,000 shares. By doing so Mr. Garcia will maintain close to the same level
of ownership in the Company upon the completion of the exchange offer.
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All investors are advised to carefully read the offering circular when it
becomes available because of the important information it contains. The offering
circular and other filed reports, proxy and information statements may be
obtained for free by accessing the Security and Exchange Commission's web site
at http://www.sec.gov. Investors may also contact Ugly Duckling's Information
Agent, Corporate Investor Communications, Inc., at 1-201-896-1900, to obtain
information about the exchange offer, including free copies of the offering
circular and related documents to be utilized in the offer.
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 may include statements that 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, Ugly Duckling Corporation undertakes
no obligation to update these statements for revisions or changes after the date
of this press release. Factors that could cause or contribute to such
differences include, but are not limited to, factors detailed in this press
release and 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), factors
detailed in the section "Risk Factors" in Ugly Duckling Corporation's definitive
proxy statement dated August 4, 1998, and elsewhere in Ugly Duckling
Corporation's Securities and Exchange Commission filings.
