UGLY DUCKLING CORP
8-K, 2000-04-14
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

               April 14, 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              (Commission              (IRS Employer
       Jurisdiction              File Number)           Identification No.)
    of Incorporation)

           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)

                                       1
<PAGE>



ITEM 5. OTHER EVENTS.

     Attached  hereto as Exhibit 99.1 is a copy of Ugly  Duckling  Corporation's
press release dated April 14, 2000 titled "Ugly  Duckling  Announces  Successful
 Completion of Exchange  Offer" which describes the  expiration of the Company's
recently completed exchange offer.


(c)  Exhibits


EXHIBIT
NUMBER         DESCRIPTION
- --------       -----------

99.1           Ugly  Duckling  Corporation  Press  Release  Dated April 14, 2000
               Titled "Ugly Duckling Announces Successful Completion of Exchange
               Offer"







                                       2
<PAGE>   3
                                   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.



                                                UGLY DUCKLING CORPORATION
                                                        (Registrant)



                                                By /s/ JON D. EHLINGER
                                                   -----------------------------
                                                         (Signature)

                                                   Jon D. Ehlinger
                                                   Secretary


Date   April 14, 2000




FOR IMMEDIATE RELEASE
April 14, 2000


         UGLY DUCKLING ANNOUNCES SUCCESSFUL COMPLETION OF EXCHANGE OFFER



PHOENIX,  April 14, 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 completion of its previously  announced exchange
offer as of April 13th, 5:00 p.m. New York City time.

The company announced that as of the close of business  yesterday,  the exchange
agent reported that a total of 1,085,415 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  includes  294,500 shares  tendered by Mr.
Ernest Garcia II, the company's chairman, consistent with the company's previous
announcement of his level of  participation.  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 company  plans to
deliver  debentures in exchange for shares in accordance with the exchange offer
as soon as practicable after the expiration of the guaranteed delivery period.

The exchange offer enabled  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 was  exchangeable  for $11.00 principal
amount of debentures.

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.


                                    - more -

<PAGE>

(This  press  release  includes   statements  that  constitute   forward-looking
statements.  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


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