Stockholders Approve Ugly Duckling Corporation Split-Up; Cygnet Financial Corp. Rights Offering Begins.PHOENIX--(BUSINESS WIRE)--Sept. 2, 1998--At the Aug. 31, 1998, annual meeting of stockholders of Ugly Duckling Ugly Duckling scorned as unsightly, grows to be graceful swan. [Dan. Fairy Tale: Andersen’s Fairy Tales] See : Beauty Ugly Duckling ugly outcast until fully grown. [Fairy Tale: Misc.] See : Ugliness Corp. (Nasdaq/NM:UGLY), stockholders approved a proposal to allow Ugly Duckling to proceed with a plan to split its dealership and non-dealership operations into two separately held public companies. As previously announced, if the split-up transaction is effected, Cygnet cygnet a young swan. Financial Corp. (Cygnet), a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Ugly Duckling, will acquire Ugly Duckling's bulk purchasing Bulk Purchasing is when products are bought in large quantities. This often results in a lower price per item, or Unit price. Wholesale is selling or related to selling goods in large quantities for resale to the consumer. and certain servicing operations; its third-party dealer financing operations (excluding the branch office network that Ugly Duckling closed in the first quarter of 1998); and substantially all of the assets and certain liabilities acquired by Ugly Duckling in its transactions with First Merchants Acceptance Corp. and Reliance Acceptance Group Inc., in exchange for preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. and cash. As part of the split-up transaction, Cygnet would be further capitalized through an offering of rights to purchase common stock of Cygnet. The rights offering began yesterday, with the rights now listed on the Nasdaq National Market under the symbol "CGNTR." The rights offering provides that each holder of record of Ugly Duckling common stock as of Aug. 17, 1998, will receive one right for every four shares of Ugly Duckling common stock held on the record date. Each right represents the right to subscribe for one share of Cygnet common stock at an exercise price of $7.00 and includes certain over-subscription privileges. The rights are exercisable only for a limited period ending at 5 p.m. (Minnesota time) on Sept. 21, 1998, or such later date to which the rights offering is extended. The issuance of Cygnet common stock and the effectuation of the split-up transaction are contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent certain conditions. There can be no assurance that the split-up transaction will be effected. The rights offering and/or split-up transaction may be abandoned or postponed at any time for any reason at the sole discretion of Ugly Duckling's board of directors. With headquarters in Phoenix, Ugly Duckling Corp. is a used car sales and finance company that operates the nation's largest chain of used car dealerships focused exclusively on the sub-prime market. This press release may include statements that may constitute forward-looking statements, usually containing the words "believe," "estimate," "project," "expects" or similar expressions. These statements are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. By making these forward-looking statements, Ugly Duckling Corporation undertakes no obligation to update these statements for revisions or changes after the date of this press release. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in this press release and in the sections entitled "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations-Risk Factors," "Factors That May Affect Future Results and Financial Condition" and "Factors That May Affect Future Stock Performance" in Ugly Duckling Corporation's most recent reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and Form 10-Q Form 10-Q See 10-Q. (including Exhibit 99 to any such Form 10-Q), factors detailed in the section "Risk Factors" in Ugly Duckling Corporation's definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. dated Aug. 4, 1998, and elsewhere in Ugly Duckling Corporation's Securities and Exchange Commission filings. A registration statement (File No. 333-57323) relating to the Cygnet securities (rights and Cygnet common stock) has been filed with and declared effective by the Securities and Exchange Commission. This discussion of the split-up transaction and the related rights offering shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities sold in the rights offering will be offered only by means of a Cygnet prospectus. Copies of the prospectus of Cygnet dated Aug. 26, 1998, relating to the rights offering may be obtained by contacting: Steven P. Johnson, General Counsel of Cygnet, 2525 E. Camelback cam·el·back adj. Shaped like a hump or an arching curve. n. New Orleans A narrow house with one story in front and two in the rear. See Regional Note at beignet. Road, Suite 1150, Phoenix, Ariz. 85016, tel: 602/852-6600. For more complete information about the split-up transaction, the related rights offering and their impact on Ugly Duckling Corporation and Cygnet, obtain an Ugly Duckling Corporation definitive proxy statement and Cygnet prospectus as indicated above. CONTACT: Ugly Duckling Corp., Phoenix Steven T. Darak, 602/852-6600 or Silverman Heller Associates Lori Parks/Eugene Heller, 310/208-2550 |
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