Exhibit (a)(1)(viii) - Amended and Restated
Notice of Guaranteed Delivery
AMENDED AND RESTATED
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
UGLY DUCKLING CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Amended and Restated Notice of Guaranteed Delivery (this "Notice
of Guaranteed Delivery"), or one substantially in the form hereof, must be used
to accept the Offer (as defined below) (i) if certificates ("Share
Certificates") evidencing shares of Common Stock, $.001 par value per share (the
"Shares"), of Ugly Duckling Corporation, a Delaware corporation, are not
immediately available, (ii) if Share Certificates and all other required
documents cannot be delivered to Computershare Trust Company, Inc., as
Depositary (the "Depositary"), prior to the Expiration Date (as defined in the
Amended and Restated Offer to Purchase) or (iii) if the procedure for delivery
by book-entry transfer cannot be completed on a timely basis.
The Depositary for the Offer is:
Computershare Trust Company, Inc.
By First Class Mail, Overnight Courier or Hand Delivery:
COMPUTERSHARE TRUST COMPANY, INC.
12039 WEST ALAMEDA PARKWAY, SUITE Z-2
LAKEWOOD, CO 80228
Facsimile (for eligible institutions only):
(303) 984-2444
Confirm Facsimile by telephone (for eligible institutions only):
(303) 984-4043
For information please contact Shannon Lundquist at:
(303) 984-4043
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above, or transmission of instructions via facsimile transmission
other than as set forth above, will not constitute a valid delivery.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
THE AMENDED AND RESTATED LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY
AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE
GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON
THE AMENDED AND RESTATED LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to UDC Acquisition Corp., a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Amended and Restated Offer to Purchase, dated December 14, 2001 (the "Amended
Offer to Purchase"), and the related Amended and Restated Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer"), receipt of each of which is hereby acknowledged, the number of Shares
specified below pursuant to the guaranteed delivery procedures described in the
Amended Offer to Purchase under the heading "THE OFFER - Procedures for
Tendering Shares".
Number of Shares Tendered:
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Certificate Nos. (if available):
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[ ] Check box if Shares will be delivered by book-entry transfer to The
Depository Trust Company.
Account No.:
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(Signature(s) of Holder(s))
Dated: , 200
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Name(s) of Holder(s):
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(Please Type or Print)
Address:
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Zip Code:
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Area Code and Telephone No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association, firm or other entity which is a member in good standing of the
Securities Transfer Agent Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program,
(a) represents that the above named person(s) "own(s)" the Shares tendered
hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of
1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares
complies with Rule 14e-4, and (c) guarantees to deliver to the Depositary, at
its addresses set forth above, Share Certificates evidencing the Shares tendered
hereby, in proper form for transfer, or confirmation of book-entry transfer of
such Shares, into the Depositary's account at The Depository Trust Company, in
each case with delivery of the Amended and Restated Letter of Transmittal (or
facsimile thereof) properly completed and duly executed, with any required
signature guarantees or an "agent's message" (as defined in the Amended Offer to
Purchase) in the case of book-entry delivery, and any other required documents,
all within 3 Nasdaq National Market trading days after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Amended and Restated Letter of
Transmittal and the certificates for Shares to the Depositary within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
Name of Firm:
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Authorized Signature:
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Name:
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(Please Type or Print)
Title:
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Address:
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Zip Code:
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Area Code and Telephone Number:
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Dated: ____________________________, 200__
DO NOT SEND SHARE CERTIFICATES WITH THIS AMENDED AND RESTATED NOTICE OF
GUARANTEED DELIVERY. SHARE CERTIFICATES SHOULD BE SENT TO THE DEPOSITARY WITH
YOUR AMENDED AND RESTATED LETTER OF TRANSMITTAL.