UGLY DUCKLING CORP
4, 1998-05-15
PERSONAL CREDIT INSTITUTIONS
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<PAGE>   1


                        THIS REPORT HAS BEEN FILED WITH
                    THE SECURITIES AND EXCHANGE COMMISSION
                                   VIA EDGAR
 -----------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
 -----------------------------------------------------------------------------
                                    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
<PAGE>   2
1.    Name  and  Address  of  Reporting  Person*:
                                         SULLIVAN,  GREGORY  B.
                                         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:                                  5/98

5.    If  Amendment,  Date  of  Original  (Month/Year):

6.    Relationship  of  Reporting  Person  to  Issuer:    OFFICER:   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>       <C>          <C>
Common Stock 5/14/98      P@           10,000@ A@      $9 13/16@  See Below    D
Common Stock Various                                              30,000       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.
<PAGE>   3
<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                             (A) or       and                                 Price of     Owned     Direct
Derivative Derivative Transaction Transaction  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)
- ---------- ---------- ----------- ----------- ----------- ------------- ---------------------    ----------  ----------  ----------
                                                          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>        <C>         <C>         <C>
OPTIONS*    *          No Change                                        Common Stock* 241,000*   *           241,000*    D
                                                                                                             
                                                                                                             
Nature of                                                                                                    
Title of     Indirect                                                                                       
Derivative  Beneficial                                                 
Security    Ownership                                                  
- ----------  ----------                                                 
            Amount or                                                  
            Number of                                                  
              Shares                                                   
            ----------                                                 
</TABLE>                                                               
                                                                       
Explanation  of  Responses: 
*Options vest over a five year period with 20% vesting each year, beginning one
year after the date of grant.  The options were issued under the UGLY Long-Term
Incentive Plan ("Incentive Plan") on 11/1/95 (116,000 options), 6/1/96 (25,000
options) and 12/2/96 (100,000 options) at exercise prices per share of $2.59,
$6.75 and $17.688, respectively. There was no change in the end of month
balance. This balance does not include 2 options to purchase 500,000 shares of
UGLY Common Stock granted as of 1/15/98 at an exercise price of $8.25 per share.
These options were granted under the Incentive Plan and another UGLY plan and
the securities are exempt under Rule 16a-3 and will be reported at year end on a
Form S.

@ On 5/14/98 I acquired 10,000 shares of UGLY Common Stock in a private purchase
from Walter Vonsh, a former Section 16 reporting person, at a cost of $9 13/16
per share. The purchase of these shares is being financed by me under the
Company's Directors' and Officers' Stock Purchase Loan Program ("Program"). The
Program was approved by UGLY Board of Directors and provided unsecured loans,
using arm-length terms and conditions, to certain key officers and directors
of UGLY to purchase Common Stock. This form is being filed early for 5/98
changes. If there is a further change in beneficial ownership by me, I will
file an amendment to this Form 4.

1)  Power-of-attorney is included and made a part of this filing.

GREGORY B. SULLIVAN

/s/    Judith A. Boyle
- -------------------------------
As Attorney-In-Fact 1)

5/14/98
- -------------------------------
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/ Gregory B. Sullivan
- ------------------------------
Gregory B. Sullivan


Dated:      May 7    , 1997




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