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
(Amendment No. 2)
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.
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[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: [X]
This Amendment No. 2 to Schedule TO (File No. 005-46239) which
constitutes the final amendment ("Final Amendment") to such Schedule TO
relates to an offer by Ugly Duckling Corporation to exchange (the "Exchange
Offer") up to $27,500,000 principal amount of its 11% Subordinated Debentures
due 2007 (the "Debentures") for up to 2,500,000 shares of its Common Stock,
par value $.001 per share ("Common Stock"). The purpose of this Final
Amendment is to report the results of the Exchange Offer.
The Exchange Offer terminated on April 13, 2000, at 5:00 p.m. New York
City time. A total of 1,085,415 shares of Common Stock were tendered for
exchange pursuant to the Exchange Offer and were accepted by Ugly Duckling
Corporation. $11,939,565 aggregate principal amount of the Debentures were
issued as of April 20, 2000, pursuant to the terms of the 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: May 3, 2000.
UGLY DUCKLING CORPORATION
A Delaware corporation
By: /S/ JON D. EHLINGER
-----------------------
Jon D. Ehlinger
Secretary and General Counsel
