SC 13E3/A 1 p65947a1sc13e3a.txt SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) UGLY DUCKLING CORPORATION (Name of Issuer) UGLY DUCKLING CORPORATION (Name of Person(s) Filing Statement) Common Stock, $.001 Par Value Per Share (Title of Class of Securities) 903512 10 1 (CUSIP Numbers of Classes of Securities) Jon D. Ehlinger, Esq. General Counsel And Secretary Ugly Duckling Corporation 4020 East Indian School Road Phoenix, Arizona 85018 (602) 852-6637 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copy to: Steven D. Pidgeon, Esq. Snell & Wilmer L.L.P. One Arizona Center Phoenix, Arizona 85004-2202 (602) 382-6252 This statement is filed in connection with (check appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section 240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act"). b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [x] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Check the following box if the filing is a final amendment reporting the results of the transaction. [ ] EXPLANATORY NOTE This Amendment No. 1 amends and supplements the Transaction Statement on Schedule 13E-3 initially filed by Ugly Duckling Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on December 13, 2001 (as amended, the "Schedule 13E-3"). The filing person is the subject company. The Schedule 13E-3 relates to the tender offer by UDC Acquisition Corp. (the "Purchaser"), a Delaware corporation and wholly owned subsidiary of UDC Holdings Corp., to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Company at a purchase price of $3.53 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase dated December 14, 2001 (the "Amended and Restated Offer to Purchase") and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the "Offer"). UDC Holdings is a Delaware corporation wholly owned by Ernest C. Garcia II, the Chairman and majority stockholder of the Company, and Gregory B. Sullivan, the President and Chief Executive Officer of the Company. The information set forth in the Amended and Restated Offer to Purchase and the Solicitation / Recommendation Statement on Schedule 14D-9 filed with the Commission by the Company on December 7, 2001 and the amendments thereto filed by the Company with the Commission on December 10, 2001, December 13, 2001 and December 14, 2001, including all schedules and annexes thereto, is hereby expressly incorporated by reference in response to all items of this Schedule 13E-3. ITEM 16. EXHIBITS. Item 16 of the Schedule 13E-3 is hereby amended and supplemented as follows:
EXHIBIT INCORPORATED BY REFERENCE TO (a)(5) Revised Recommendation Letter to Stockholders Exhibit 8 to Amendment No. 3 to Solicitation/ dated December 14, 2001 Recommendation Statement on Schedule 14D-9 filed by the Company on December 14, 2001 (a)(18) Amended and Restated Offer to Purchase, dated Exhibit (a)(1)(vi) to Amendment No. 5 to the December 14, 2001 Schedule TO / 13E-3 filed by the Purchaser on December 14, 2001 (a)(19) Amended and Restated Letter of Transmittal Exhibit (a)(1)(vii) to Amendment No. 5 to the with Substitute Form W-9 Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(20) Amended and Restated Notice of Guaranteed Delivery Exhibit (a)(1)(viii) to Amendment No. 5 to the Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(21) Notice to Shareholders Exhibit (a)(1)(ix) to Amendment No. 5 to the Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(22) Revised Letter to Brokers, Dealers, Commercial Banks, Exhibit (a)(5)(v) to Amendment No. 5 to the Trust Companies and other Nominees Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(23) Revised Letter to Clients for use by Brokers, Exhibit (a)(5)(vi) to Amendment No. 5 to the Dealers, Commercial Banks, Trust Companies and other Schedule TO / 13E-3 filed by the Purchaser with the Nominees Commission on December 14, 2001 (a)(26) Amendment No. 3 to Solicitation / Recommendation Amendment No. 3 to Solicitation / Recommendation Statement on Schedule 14D-9 Statement on Schedule 14D-9 filed by the Company on December 14, 2001 (a)(27) Amendment No. 5 to Schedule TO / 13E-3 Amendment No. 5 to Schedule TO / 13E-3 filed by the Purchaser on December 14, 2001 (c)(1) U.S. Piper Jaffray Presentation Materials Exhibit 6 to Amendment No. 3 to Solicitation / dated December 5, 2001 Recommendation Statement on Schedule 14D-9 filed by the Company on December 14, 2001
2 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. UGLY DUCKLING CORPORATION, a Delaware corporation By:/s/ Jon D. Ehlinger ---------------------------------------- Jon D. Ehlinger General Counsel and Secretary Dated: December 14, 2001
EXHIBIT INCORPORATED BY REFERENCE TO (a)(5) Revised Recommendation Letter to Stockholders Exhibit 8 to Amendment No. 3 to Solicitation/ dated December 14, 2001 Recommendation Statement on Schedule 14D-9 filed by the Company on December 14, 2001 (a)(18) Amended and Restated Offer to Purchase, dated Exhibit (a)(1)(vi) to Amendment No. 5 to the December 14, 2001 Schedule TO / 13E-3 filed by the Purchaser on December 14, 2001 (a)(19) Amended and Restated Letter of Transmittal Exhibit (a)(1)(vii) to Amendment No. 5 to the with Substitute Form W-9 Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(20) Amended and Restated Notice of Guaranteed Delivery Exhibit (a)(1)(viii) to Amendment No. 5 to the Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(21) Notice to Shareholders Exhibit (a)(1)(ix) to Amendment No. 5 to the Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(22) Revised Letter to Brokers, Dealers, Commercial Banks, Exhibit (a)(5)(v) to Amendment No. 5 to the Trust Companies and other Nominees Schedule TO / 13E-3 filed by the Purchaser with the Commission on December 14, 2001 (a)(23) Revised Letter to Clients for use by Brokers, Exhibit (a)(5)(vi) to Amendment No. 5 to the Dealers, Commercial Banks, Trust Companies and other Schedule TO / 13E-3 filed by the Purchaser with the Nominees Commission on December 14, 2001 (a)(26) Amendment No. 3 to Solicitation / Recommendation Amendment No. 3 to Solicitation / Recommendation Statement on Schedule 14D-9 Statement on Schedule 14D-9 filed by the Company on December 14, 2001 (a)(27) Amendment No. 5 to Schedule TO / 13E-3 Amendment No. 5 to Schedule TO / 13E-3 filed by the Purchaser on December 14, 2001 (c)(1) U.S. Piper Jaffray Presentation Materials Exhibit 6 to Amendment No. 3 to Solicitation / dated December 5, 2001 Recommendation Statement on Schedule 14D-9 filed by the Company on December 14, 2001