Exhibit (a)(5)(vi) - Revised Letter to Clients
for use by 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 Our Clients:
Enclosed for your consideration are 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") in connection with the Offer
by UDC Acquisition Corp., a Delaware corporation, to purchase all outstanding
shares of Common Stock, $.001 par value per share (the "Shares"), of Ugly
Duckling Corporation ("Ugly Duckling") 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 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 AMENDED AND
RESTATED 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
Amended 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 Amended 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 $3.53 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 excluding Shares owned by Ernest C. Garcia
II, Gregory B. Sullivan, UDC Acquisition Corp. and UDC Holdings Corp.
(the "Buyout Group").
3. The Offer is being made pursuant to the Agreement and Plan of Merger
(the "Merger Agreement") dated as of December 10, 2001, by and among
Ugly Duckling and each member of
the Buyout Group, which provides that subsequent to the consummation of
the Offer, UDC Acquisition Corp. will merge with and into Ugly Duckling
(the "Merger"), subject to the conditions contained in the Merger
Agreement. At the effective time of the Merger (the "Effective Time"),
each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held by the Buyout Group, and Shares, if any,
held by stockholders who shall have properly demanded appraisal of
their Shares in accordance with the Delaware General Corporation Law)
shall be converted into the right to receive $3.53 in cash, without
interest, and less any withholding taxes required under applicable law.
4. The Offer and withdrawal rights will expire at 5:00 p.m., Mountain
Standard Time, on January 16, 2002, unless the Offer is extended.
5. Tendering holders of Shares will not be obligated to pay stock transfer
taxes on the purchase of Shares by UDC Acquisition Corp. pursuant to
the Offer, except as set forth in the Amended Offer to Purchase.
6. The Offer is conditioned upon, among other things, the satisfaction of
certain other terms and conditions as set forth in the Amended Offer to
Purchase.
7. 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
Amended Offer to Purchase), pursuant to the procedures set forth in the
Amended Offer to Purchase under the heading "THE OFFER - Procedure for
Tendering Shares", (b) the Amended and Restated 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 Amended Offer to Purchase), in connection with a book-entry
delivery and (c) any other documents required by the Amended and
Restated 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 Amended Offer to Purchase and the
Amended and Restated Letter of Transmittal and is being made to all holders of
Shares except the Buyout Group. UDC Acquisition Corp. 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 UDC Acquisition Corp. becomes aware of
any valid state statute prohibiting the making of the Offer or the acceptance of
the Shares pursuant thereto, UDC Acquisition Corp. 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, UDC Acquisition Corp. 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.
INSTRUCTIONS
WITH RESPECT TO THE AMENDED AND RESTATED OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
UGLY DUCKLING CORPORATION
AT $3.53 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter, the enclosed
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")
in connection with the Offer by UDC Acquisition Corp., 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, Gregory B. Sullivan,
UDC Acquisition Corp. or UDC Holdings Corp. at a purchase price of $3.53 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 UDC Acquisition Corp. 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