<PAGE>
THIS REPORT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 4
Statement of Changes in Beneficial Ownership
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instructions 1(b)
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30
(f) of the Investment Company Act of 1940.
Commission File Number 000-20841
U G L Y D U C K L I N G C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
Delaware 86-0721358
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 E. Camelback Road,
Suite 1150
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 852-6600
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1. Name and Address of Reporting Person*:
GARCIA II, ERNEST C.
2525 E. Camelback Blvd., Suite 1150
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol: UGLY DUCKLING CORPORATION "UGLY"
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year: MAY 1997
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer:
OFFICER: CHIEF EXECUTIVE OFFICER
DIRECTOR
10% OWNER
7. Individual or Joint/Group Filing: FORM FILED BY ONE REPORTING PERSON
<TABLE>
<CAPTION>
Table 1 - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
Amount of Ownership
Securities Securities Form: Nature of
Acquired(A) Beneficially Direct(D) Indirect
Title of Transaction Transaction or Owned at or Beneficial
Security Date Code Disposed of(D) End of Month Indirect(I) Ownership
- ------------ ----------- ------------ ----------------------- ------------- ----------- -----------
Code V Amount A/D Price
------------ ----------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK 5/29/97 G(1) 100,000(1) D $ 16.125 4,500,000 D
- ------------ ----------- ------------ ---------- -- -------- ---- ----------- -------- --------- -
</TABLE>
*If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
Number of
Number of Derivative Ownership
Conversion Derivative Securities Form of
or Securities Date Benefi- Derivative
Exercise Acquired Exercisable Title and cially Security:
Title of Price of (A) or and Amount of Price of Owned Direct
Derivative Derivative Transaction Transaction Disposed Expiration Underlying Derivative at End of (D) or
Security Security Date Code of (D) Date Securities Securities Month Indirect(I)
- ---------- ---------- ----------- ----------- ----------- ------------ -------------- ---------- ---------- ------------
Date Expira Amount or
Exerci -tion Number of
Code V (A) (D) -sable Date Title Shares
----------- ----------- ------------ ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------- ---------- ----------- ----------- ------------ ------ ---- ---------- ---------- ----------- -------------
</TABLE>
Explanation of Responses:
1) In May of 1997 100,000 shares of Ugly Duckling Corporation ("UDC") Common
Stock ("Common Stock") were transferred by gift to the Garcia Family
Foundation, Inc ("Foundation"). The Foundation is an Arizona nonprofit
corporation which has the right to receive dividends from, or the proceeds
from the sale of, the 100,000 shares of Common Stock. Mr. Garcia has no right
to receive dividends from or proceeds from the sale of the 100,000 shares of
Common Stock. Mr. Garcia is the president and a director of the Foundation
and shares the power to direct the vote and the power to direct the
disposition of the Common Stock held by the Foundation. Mr. Garcia disclaims
beneficial ownership of the 100,000 shares of Common Stock reported herein and
also disclaims beneficial ownership of all shares of Common Stock owned/held
by the Foundation.
2) Power-of-attorney is included and made a part of this filing.
Ernest C. Garcia II
By: /s/ Judith A. Boyle
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As Attorney-In-Fact (2)
**Signature of Reporting Person
Date: June 9, 1997
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** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 19 U.S.C. 788(a).
<PAGE>
POWER OF ATTORNEY
I hereby appoint Steven P. Johnson, Judith A. Boyle and Steven D.
Pidgeon, and each of them, attorney-in-fact for me, each with full power of
substitution, to prepare, execute and deliver on my behalf reports required to
be filed by me pursuant to Section 16 of the Securities Exchange Act of 1934,
as amended ("Section 16"). Among other things, each attorney-in-fact is
authorized to file original reports (either electronically or otherwise),
signed by me or on my behalf, on Forms 3, 4 and 5 with the Securities and
Exchange Commission, and to provide any necessary copies of such signed forms
to The NASDAQ Stock Market and Ugly Duckling Corporation as required by the
rules under Section 16 as in effect from time to time.
This power of attorney is effective from the date hereof until June 30,
1998, unless earlier revoked or terminated.
/s/ Ernest C. Garcia II
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Ernest C. Garcia II
Dated: May 7, 1997
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[TEXT]
