UGLY DUCKLING CORP
8-K, 2000-10-10
PERSONAL CREDIT INSTITUTIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OF 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                October 5, 2000 (Date of earliest event reported)

                            UGLY DUCKLING CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                  000-20841             86-0721358
 (State or Other Jurisdiction     (Commission          (IRS Employer
       of Incorporation)          File Number)       Identification No.)

           2525 East Camelback Road, Suite 500, Phoenix, Arizona 85016
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (602) 852-6600

                                 Not Applicable

          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 5.  OTHER EVENTS.

         Attached   hereto  as  Exhibit   99.1  is  a  copy  of  Ugly   Duckling
Corporation's press release dated October 9, 2000 titled "Ugly Duckling Confirms
Receipt of Offer to Purchase Company from  Chairman/Largest  Shareholder"  which
describes an offer made by Mr. Ernest C. Garcia II, Ugly Duckling's Chairman and
largest  stockholder,  to purchase all of the outstanding shares of common stock
of Ugly Duckling not already owned by Mr. Garcia.

         Following   announcement  of  the  offer,  five  substantially  similar
lawsuits  were filed in  Delaware  state court  against  Ugly  Duckling  and its
directors on behalf of various purported plaintiffs alleging breach of fiduciary
duty, seeking class action status,  and requesting that any transaction  between
Ugly  Duckling  and Mr.  Garcia be  enjoined. Ugly Duckling will defend these
lawsuits if it is served with the complaints.

EXHIBIT
NO.           DESCRIPTION

99.1          Ugly  Duckling  Corporation  Press  Release Dated October 9, 2000
              Titled "Ugly Duckling  Confirms  Receipt of Offer to Purchase
              Company from Chairman/Largest Shareholder."


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: October 9, 2000                                 UGLY DUCKLING CORPORATION
                                                             (Registrant)



                                               By:     /s/ JON D. EHLINGER
                                                     ---------------------------
                                                             (Signature)
                                                   Jon D. Ehlinger
                                                   Secretary and General Counsel


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