<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*:
JOHNSON, STEVEN P.
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: 7/98
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer: OFFICER: SENIOR 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> <C> <C>
Common Stock 7/1/98# J# 2,000# A# $6.75# 313,000= 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> <C>
OPTIONS #/+ #/+ x 2,000 #/+ #/+ Common 2,000 #/+ 41,000 D
Stock #/+ &
Nature of
Title of Indirect
Derivative Beneficial
Security Ownership
- ---------- ----------
Amount or
Number of
Shares
----------
<S> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
#On 7/1/98, I exercised 2,000 options that were granted on 6/1/96 under the
UGLY Long-Term Incentive Plan ("Incentive Plan"). The exercise price was $6.75
per share and a margin loan may have been used to pay the purchase price.
+These options were granted under the Incentive Plan on 5/27/97, 12/2/96, and
6/1/96 at exercise prices ranging between $17.69 and $6.75 per share. Generally
these options will expire six (6) years following the respective grant dates.
No option is exercisable before twelve (12) months from date of grant.
Thereafter, options generally vest and become exercisable as follows: 20.0% per
year.
&End of month ownership based on 6/30/98 ending balance of 43,000 derivative
securities less 2,000 options exercised during 7/98 (43,000 - 2,000 = 41,000).
This ending balance does not include an option to purchase 25,000 shares of
UGLY Common Stock which was granted as of 1/15/98 under another executive
incentive plan at an exercise price of $8.25 per share. These shares are exempt
under Rule 16a-3 and will be reported at year end 1998 on a Form 5.
=End of month ownership base on 6/30/98 ending balance of 311,000 shares of UGLY
Common Stock plus 2,000 options exercised during 7/98 (311,000+2,000 = 313,000).
1) Power-of-attorney is included and made a part of this filing.
Steven P. Johnson
/s/ Judith A. Boyle
- -------------------------------
As Attorney-In-Fact 1)
**Signature of Reporting Person
8/6/98
- -------------------------------
Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 19 U.S.C. 788(a).
POWER OF ATTORNEY
(S. JOHNSON)
I hereby appoint 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"),
and Rule 144 and Rule 145 under the Securities Exchange Act of 1933 (singly and
collectively ("Rule 144")). 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 and Form 144 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 and Rule 144 as in effect from time to time.
This power of attorney is effective from the date hereof until June 30, 1999,
unless earlier revoked or terminated.
/s/ Steven P. Johnson
- --------------------------------
Steven P. Johnson
Dated: April 27, 1998
