Ugly Duckling Corp. Announces Exchange Offer
18 September 1998
Ugly Duckling Corp. Announces Exchange Offer
PHOENIX--Sept. 17, 1998--Ugly Duckling Corp. Thursday announced an offer to exchange up to $32.5 million principal amount of its 12 percent subordinated debentures due 2003 for up to 5 million shares of its common stock.
Under the terms of the offer, each share of common stock can be exchanged for $6.50 principal amount of debentures. The debentures will bear interest at 12 percent per year, payable semiannually each April 15 and Oct. 15 starting on April 15, 1999, until they are paid in full.
The principal amount of the debentures will be due on the fifth 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 Sept. 17, 1998, and related letter of transmittal. The offer is conditioned upon a minimum of 1 million shares being tendered and is subject to a maximum of 5 million shares being accepted for exchange.
The offer and related withdrawal rights will expire at 5 p.m. New York City time on Oct. 19, 1998, unless extended.
Harris Trust and Savings Bank will act as exchange agent for the offer. Information about the offer can be obtained from Corporate Investor Communications Inc., the designated information agent, at 888/673-4478.
With headquarters in Phoenix, Ugly Duckling is a used-car sales and finance company that operates the nation's largest chain of used- car dealerships focused exclusively on the subprime market. The company underwrites, finances and services subprime contracts generated at its 50 Ugly Duckling dealerships.
This news 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 Corp. undertakes no obligation to update these statements for revisions or changes after the date of this news release. Factors that could cause or contribute to such differences include but are not limited to factors detailed in this news release and in the sections titled "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 Corp.'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 Corp.'s definitive proxy statement dated Aug. 4, 1998, and elsewhere in Ugly Duckling Corp.'s Securities and Exchange Commission filings.