content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported): December 17, 1999
  
  
                              UGLY DUCKLING CORPORATION
               (Exact name of registrant as specified in its charter)
  
             Delaware                  000-20841                  86-0721358
  (State or other jurisdiction        (Commission               (IRS Employer
        of incorporation)             File Number)            Identification No.)
  
  
  
  
              2525 E. Camelback Road, Suite 500, Phoenix, Arizona 85016
                 (Address of principal executive offices)       (Zip code)
  
  
  
  
         Registrant's telephone number, including area code (602) 852-6600
  
  
                                   Not applicable.
           (Former name or former address, if changed since last report.)
  
  
  <PAGE>
  
  
  Item 5.           Other Events
  
  
       Ugly Duckling Corporation (with its affiliates,  the "Company") has entered
  into a letter  of  intent  to sell  Cygnet  Dealer  Finance,  Inc.,  an  Arizona
  corporation  ("CDF"),  to an  entity  controlled  by Ernest C.  Garcia  II,  the
  Company's Chairman of the Board and principal shareholder (the "Buyer"),  for an
  amount equal to the book value of CDF, which is expected to be approximately $38
  million.  The purchase  price for CDF is anticipated to be paid in the following
  manner:  1) forgiveness of  approximately $8 million of outstanding debt owed by
  the Company to Verde  Investments,  Inc., an affiliate of Mr. Garcia,  2) an $12
  million,  ten-year promissory note from Buyer to the Company,  secured by common
  stock of CDF,  and 3) the  remaining  purchase  price paid in cash.  The Company
  would also  receive a warrant to purchase a  percentage  of the  Buyer's  common
  stock.  While the transaction  documents  preclude active  solicitation of other
  potential  buyers,  the Company's  board of directors may consider  other offers
  consistent  with their  fiduciary  duties.  The  closing of the  transaction  is
  contingent upon a number of conditions which include, but are not limited to: 1)
  the Buyer obtaining satisfactory  financing,  2) the approval of the transaction
  by a special  transaction  committee  comprised of independent board members, 3)
  the receipt of an opinion from an independent  investment  banking firm that the
  transaction  is fair to the Company and its  stockholders,  and 4) the Company's
  obtaining  any required  consents to  consummate  the  transaction.  The Company
  anticipates closing the transaction prior to year end.
  
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              UGLY DUCKLING CORPORATION
  
  
  Date:    December 17, 1999            By:  \s\ JON D. EHLINGER
                                          ---------------------------------
                                            Vice President, Secretary and
                                            General Counsel
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 3417}]
metadata_filer: {"company-data": {"conformed-name": "UGLY DUCKLING CORP", "cik": "0001012704", "assigned-sic": "6141", "irs-number": "860721358", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14759", "film-number": "99778001"}, "business-address": {"street1": "2525 E CAMELBACK ROAD", "street2": "STE 500", "city": "PHOENIX", "state": "AZ", "zip": "85016", "phone": "6028526600"}, "mail-address": {"street1": "2525 E CAMELBACK RD", "street2": "STE 1150", "city": "PHOENIX", "state": "AZ", "zip": "85016"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported): December 17, 1999
  
                              UGLY DUCKLING CORPORATION
               (Exact name of registrant as specified in its charter)
  
             Delaware                  000-20841                  86-0721358
  (State or other jurisdiction        (Commission               (IRS Employer
        of incorporation)             File Number)            Identification No.)
  
              2525 E. Camelback Road, Suite 500, Phoenix, Arizona 85016
                 (Address of principal executive offices)       (Zip code)
  
         Registrant's telephone number, including area code (602) 852-6600
  
                                   Not applicable.
           (Former name or former address, if changed since last report.)
  Item 5.           Other Events
  
       Ugly Duckling Corporation (with its affiliates,  the "Company") has entered
  into a letter  of  intent  to sell  Cygnet  Dealer  Finance,  Inc.,  an  Arizona
  corporation  ("CDF"),  to an  entity  controlled  by Ernest C.  Garcia  II,  the
  Company's Chairman of the Board and principal shareholder (the "Buyer"),  for an
  amount equal to the book value of CDF, which is expected to be approximately $38
  million.  The purchase  price for CDF is anticipated to be paid in the following
  manner:  1) forgiveness of  approximately $8 million of outstanding debt owed by
  the Company to Verde  Investments,  Inc., an affiliate of Mr. Garcia,  2) an $12
  million,  ten-year promissory note from Buyer to the Company,  secured by common
  stock of CDF,  and 3) the  remaining  purchase  price paid in cash.  The Company
  would also  receive a warrant to purchase a  percentage  of the  Buyer's  common
  stock.  While the transaction  documents  preclude active  solicitation of other
  potential  buyers,  the Company's  board of directors may consider  other offers
  consistent  with their  fiduciary  duties.  The  closing of the  transaction  is
  contingent upon a number of conditions which include, but are not limited to: 1)
  the Buyer obtaining satisfactory  financing,  2) the approval of the transaction
  by a special  transaction  committee  comprised of independent board members, 3)
  the receipt of an opinion from an independent  investment  banking firm that the
  transaction  is fair to the Company and its  stockholders,  and 4) the Company's
  obtaining  any required  consents to  consummate  the  transaction.  The Company
  anticipates closing the transaction prior to year end.
  SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              UGLY DUCKLING CORPORATION
  
  Date:    December 17, 1999            By:  \s\ JON D. EHLINGER
                                          ---------------------------------
                                            Vice President, Secretary and
                                            General Counsel