Exhibit (a)(5)(v) - Revised Letter to Brokers,
Dealers, Commercial Banks,
Trust Companies and Other Nominees
AMENDED AND RESTATED
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK OF
UGLY DUCKLING CORPORATION
COMMON STOCK AT $3.53 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN STANDARD
TIME, ON JANUARY 16, 2002, UNLESS THE OFFER IS EXTENDED.
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December 14, 2001
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are enclosing the material below in connection with our offer to
purchase all outstanding shares of Common Stock, $.001 par value per share (the
"Shares"), of Ugly Duckling Corporation, a Delaware corporation, at a purchase
price of $3.53 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 Amended and Restated Offer to Purchase, dated December 14, 2001 (the
"Amended Offer to Purchase"), and the Amended and Restated Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer").
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
Enclosed for your information and use are copies of the following
documents:
1. Amended and Restated Offer to Purchase, dated December 14, 2001;
2. Amended and Restated Letter of Transmittal to be used by holders of
Shares in accepting the Offer and tendering Shares, including the
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
3. Amended and Restated Notice of Guaranteed Delivery to be used to
accept the Offer if the Shares and all other required documents are
not immediately available or cannot be delivered to Computershare
Trust Company, Inc. (the "Depositary"), by the Expiration Date (as
defined in the Amended Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed by the Expiration Date;
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with
regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
PLEASE CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., MOUNTAIN STANDARD TIME, ON JANUARY
16, 2002, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates evidencing such Shares (or a confirmation of a book-entry transfer
of such Shares into the Depositary's account at the DTC (as defined in the
Amended Offer to Purchase)), (ii) the Amended and Restated Letter of Transmittal
(or facsimile thereof) properly completed and duly executed or an agent's
message (as defined in the Amended Offer to Purchase) in connection with a
book-entry delivery of Shares and (iii) any other required documents.
If a holder of Shares wishes to tender, but cannot deliver such holder's
certificates or other required documents, or cannot comply with the procedure
for book-entry transfer, prior to the expiration of the Offer, a tender of
Shares may be effected by following the guaranteed delivery procedure described
in the Amended Offer to Purchase under the heading "THE OFFER - Procedures for
Tendering Shares".
We will not pay any fees or commissions to any broker, dealer or other
person (other than the Depositary and Morrow & Co., Inc., which is acting as
Information Agent for the Offer (the "Information Agent") as described in the
Amended Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. However, upon request, you will be reimbursed for
reasonable and necessary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. We will pay or cause
to be paid any stock transfer taxes payable on the transfer of Shares to us
pursuant to the Offer, except as otherwise provided in the Amended Offer to
Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained by
contacting, the Information Agent at the address and telephone numbers set forth
on the back of the Amended Offer to Purchase.
Very truly yours,
UDC Acquisition Corp.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL AUTHORIZE YOU OR ANY
OTHER PERSON TO ACT ON BEHALF OF OR AS THE AGENT OF UDC ACQUISITION CORP., UDC
HOLDINGS CORP., ERNEST C. GARCIA II, OR GREGORY B. SULLIVAN, OR THEIR
AFFILIATES, THE DEPOSITARY OR THE INFORMATION AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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Enclosures