EXHIBIT(a)(5)(ii)
Form of Letter to Client for use by
Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK OF
UGLY DUCKLING CORPORATION
COMMON STOCK AT $2.51 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN STANDARD
TIME, ON DECEMBER 27, 2001 UNLESS THE OFFER IS EXTENDED.
November 26, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November
26, 2001 (the "Offer to Purchase") and the Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer") in
connection with the Offer by Ernest C. Garcia II, founder, Chairman of the Board
of Directors and majority stockholder of Ugly Duckling Corporation ("Ugly
Duckling") to purchase all outstanding shares of Common Stock, $.001 par value
per share (the "Shares"), of Ugly Duckling at a purchase price of $2.51 per
Share, net to the seller in cash, without interest thereon and subject to
reduction for any applicable federal backup or other withholding or stock
transfer taxes, upon the terms and subject to the conditions set forth in the
Offer.
We are the holder of record (directly or indirectly) of Shares for your
account. A tender of such Shares can be made only by us or our nominees as the
holder of record and pursuant to your instructions. The enclosed Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Shares held by us for your account.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their Share
Certificates and all other required documents to Computershare Trust Company,
Inc. (the "Depositary") on or prior to the Expiration Date (as defined in the
Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in the Offer to Purchase under the heading "THE
OFFER - Procedures for Tendering Shares".
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account,
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $2.51 per Share, net to the seller in cash, without
interest thereon and subject to withholding, upon the terms and subject to
the conditions set forth in the Offer.
2. The Offer is being made for all outstanding Shares of Common Stock of Ugly
Duckling Corporation not already owned by Mr. Garcia.
3. The Offer and withdrawal rights will expire at 5:00 p.m., Mountain
Standard Time, on December 27, 2001, unless the Offer is extended.
4. Tendering holders of Shares will not be obligated to pay stock transfer
taxes on the purchase of Shares by Mr. Garcia pursuant to the Offer,
except as set forth in the Offer to Purchase.
5. The Offer is conditioned upon, among other things, the satisfaction of
certain other terms and conditions as set forth in the Offer to Purchase.
6. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (a) Share Certificates
or timely confirmation of the book-entry transfer of such Shares into the
account maintained by the DTC (as described in the Offer to Purchase),
pursuant to the procedures set forth in the Offer to Purchase under the
heading "THE OFFER - Procedure for Tendering Shares", (b) the Letter of
Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees or an "agent's message"
(as defined in the Offer to Purchase), in connection with a book-entry
delivery and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
stockholders at the same time, depending upon when Share Certificates or
confirmations of book-entry transfer of such Shares into the Depositary's
account at the DTC are actually received by the Depositary.
The Offer is made solely by the Offer to Purchase and the Letter of
Transmittal and is being made to all holders of Shares. Ernest C. Garcia II is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If Mr.
Garcia becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares pursuant thereto, Mr. Garcia will make a
good faith effort to comply with such statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, Mr. Garcia
cannot comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of Shares in such state.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the back page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified in your instructions. An envelope to return your
instructions to us is enclosed. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer. If you do not instruct us to tender your Shares, they
will not be tendered.
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INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
UGLY DUCKLING CORPORATION
AT $2.51 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated November 26, 2001 (the "Offer to Purchase") and the Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") in connection with the Offer by Ernest C. Garcia II, to
purchase all outstanding shares of Common Stock, $.001 par value per share (the
"Shares"), of Ugly Duckling Corporation not owned by Ernest C. Garcia II at a
purchase price of $2.51 per Share, net to the seller, without interest thereon
and subject to reduction for any applicable federal backup or other withholding
or stock transfer taxes, upon the terms and subject to the conditions set forth
in the Offer.
This will instruct you to tender to Ernest C. Garcia II the number of
Shares indicated below (or, if no number is indicated below, all Shares) which
are held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Offer.
Class of Shares to
be Tendered: Common Stock, $.001 par
value per share
Number of Shares to
be Tendered:* __________________
Dated: __________________, 200__
SIGN HERE
________________________________________________________________________________
Signature(s)
________________________________________________________________________________
Please type or print name(s)
________________________________________________________________________________
Please type or print address
Area Code and Telephone Number _________________________________________________
__________________________________________________________________
Taxpayer Identification or Social Security Number
*Unless otherwise indicated, it will be assumed that you instruct
us to tender all shares held by us for your account.
RETURN THIS FORM TO THE BROKERAGE MAINTAINING YOUR ACCOUNT
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