<PAGE> 1
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*:
ADDINK, DONALD L.
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: NOVEMBER 1997
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer: OFFICER: VICE PRESIDENT
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>
Common Stock 11/24/97 P@ 10,000@ A@ $10@ See below D
Common Stock 11/4/97 = J 58,000 A = See below D
Common Stock 11/4/97 & J 5,000 A & See below D
Common Stock Various 78,000 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.
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<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 cially Security:
Title of Price of Trans- Trans- (A) or and Price of Owned Direct
Derivative Derivative action action Disposed Expiration Title and Amount of Derivative at End of (D) or
Security Security Date Code of (D) Date Underlying Securities Securities Month Indirect(I)
- ---------- ---------- --------- -------- -------- ---------- --------------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPTION+ + Unchanged + Common Stock 50,000 + 50,000 D
OPTION#/= #/= 11/4/97 X = 58,000 D #/= Common Stock 58,000 #/= 17,000 D
OPTION++/& ++/& 11/4/97 X & 5,000 D ++/& Common Stock 5,000 ++/& 20,000 D
Nature of
Title of Indirect
Derivative Beneficial
Security Ownership
- ---------- ----------
Amount or
Number of
Shares
----------
</TABLE>
Explanation of Responses:
+On August 18, 1997, Mr. Addink was granted an option from Ernest C. Garcia II
(another UGLY Section 16 Reporting Person) for Mr. Addink to acquire 50,000
shares of Mr. Garcia's UGLY Common Stock at $15.00 per share (approximate
closing price of UGLY Common Stock on 8/18/97). Mr. Addink may exercise this
option at anytime between The date of option grant through May 31, 2000.
#Effective August 1, 1997 vesting for this option was accelerated to 100% vest
as of August 1, 1997. The option were granted under the Ugly Duckling Long-Term
Incentive Plan ("Plan") on 6/95 (58,000 shares) and 12/96 (17,000 shares) at an
exercise price of $1.72/share and $17.69/share, respectively. Originally, these
options had a five year, 20% per year vesting scheduling, beginning one year
after the grant date.
++Effective August 1, 1997 vesting for this option was accelerated to 100% vest
as of January 15, 1998. The option was granted under the Plan on 6/96 (25,000
shares) at an exercise price of $6.75/share. Originally, this option had a five
year, 20% per year vesting scheduling, beginning one year after the grant date.
@These securities were acquired by the Reporting Person on the open market and
financed by UGLY under the Issuer's insider stock purchase loan program
("Program"). The Program was approved by the UGLY Board of Directors and
provides unsecured loans, using arms-length terms and conditions, to certain
senior officers for the purchase of UGLY securities.
=On or about November 4, 1997, Reporting Person exercised options that were
granted on 6/95. The exercise price was $1.72 per share.
&On or about November 4, 1997, Reporting Person exercised options that were
granted on 6/96. The exercise price was $6.75 per share.
1) Power-of-attorney is included and made a part of this filing.
/s/ Judith A. Boyle
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Attorney-in-Fact 1)
12/1/97
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Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 19 U.S.C. 788(a).
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/ Donald L. Addink
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Donald L. Addink
Dated: June 7, 1997
