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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 INSTRUCTION 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 20(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
1. NAME AND ADDRESS OF REPORTING PERSON*
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SEC 1474 (7-96)
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Garcia II, Ernest C.
2525 E. Camelback Rd., 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(S) TO ISSUER (CHECK ALL APPLICABLE)
DIRECTOR
X OFFICER Chief Executive Officer 10% OWNER OTHER
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
X FORM FILED BY ONE REPORTING PERSON
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TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. TITLE OF 2. TRANS- 3. TRANS- 4. SECURITIES ACQUIRED (A) 5. AMOUNT OF 6. OWNER- 7. NATURE OF
SECURITY ACTION ACTION OR DISPOSED OF (D) SECURITIES SHIP INDIRECT
DATE CODE (INSTR. 3, 4 AND 5) BENEFICIALLY FORM: BENEFICIAL
(INSTR. 8) OWNED AT DIRECT OWNER-
END OF MONTH (D) OR SHIP
INDIRECT
(MONTH/ (I)
DAY/ (A) OR
YEAR) CODE V AMOUNT (D) PRICE (INSTR. 3 AND 4) (INSTR. 4) (INSTR. 4)
Common Stock Various (unchanged) 4,450,000% D
Common Stock Various (unchanged) 136,500 I ##
Common Stock 5/19/98 P& 3,000& A& & 51,000# I #
* 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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SEC 1474 (7-96)
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<TABLE>
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FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C> <C> <C>
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1. Title of Derivative 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exer- 7. Title and Amount 8. Price
Security sion or action action Derivative cisable and of Underlying of
(Instr. 3) Exercise Date Code Securities Ac- Expiration Securities Deriv-
Price of (Month/ (Instr. 8) quired (A) or Date (Instr. 3 and 4) ative
Deriv- Day/ Disposed of (D) (Month/Day/ Secur-
ative Year) (Instr. 3, 4, Year) ity
Security and 5) (Instr. 5)
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Date Expira- Amount or
-------------------------- Exer- tion Title Number of
Code V (A) (D) cisable Date Shares
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NONE
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<S> <C> <C> <C>
1. Title of Derivative 9. Number of 10. Ownership 11. Nature of
Security Derivative Form of Indirect
(Instr. 3) Securities Derivative Beneficial
Beneficially Security: Ownership
Owned at End Direct (D) (Instr. 4)
of Month or Indirect (I)
(Instr. 4) (Instr. 4)
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Explanation of Responses:
%% This form supplements an early Form 4 filing made for 5/98 activity, filed on or about 5/13/98. There was a subsequent
5/98 purchase of UGLY Common Stock by Mr. Garcia, so as we stated in the earlier Form 4, we are supplementing the original 5/98 Form
4 filing.
% This amount of securities owned excludes 50,000 shares of UGLY Common Stock that on 8/18/97 the Reporting Person granted an
option to Don Addink (another UGLY Section 16 Officer) to acquire the shares at an option price of $15 per share (approx. closing
price of UGLY Common Stock on 8/18/97). D. Addink may exercise this option at any time between the date of option grant through May
31, 2000. D. Addink has not exercised his option to purchase any of these shares from the Reporting Person. Until the option is
exercised, the Reporting Person retains voting and investment power with respect to the shares.
& These 3,000 shares of Common Stock of UGLY were acquired on 5/19/98 by Verde Investments, Inc. ("Verde") at a purchase price of
$8.28125 per share. The Reporting Person is the president and sole shareholder of Verde. Verde is an affiliate of Issuer. Mr.
Garcia disclaims beneficial ownership of the 51,000 shares reported herein and also disclaims beneficial ownership of all shares of
UGLY Common Stock owned/held by Verde.
1) Power-of-attorney is included and made a part of this filing.
++ These shares of Common Stock of UGLY are owned by the Garcia Family foundations, Inc. ("Foundation"). The Foundations is an
Arizona nonprofit corporation that has the right to receive dividends from, or the proceeds for the sale of, the 136,500 shares of
Common Stock. The Reporting person/Mr. Garcia has no right to receive dividends from, or proceeds from the sale of, the 136,500
shares. Mr. Garcia is the president and a director of the Foundation and shares the power to direct the vote and power to direct the
disposition of these shares held by the Foundation. Mr. Garcia disclaims beneficial ownership of these shares held by the
Foundation. Mr. Garcia disclaims beneficial ownership of the 136,500 shares reported herein and also disclaims beneficial ownership
of all shares of UGLY Common Stock owned/held by the Foundation.
# End of month ownership is based on 5/13/98 ownership ending balance of 48,000 shares (as previously reported on an earlier 5/98
Form 4) of UGLY Common Stock plus 3,000 purchased on 5/19/98 (48,000 + 3,000 = 51,000). Mr. Garcia disclaims beneficial ownership
of all shares owned/held by Verde as discussed above.
Ernest C. Garcia III
/s/ Judith A. Boyle 6/4/98
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**Signature of Reporting Person Date
By: Judith A. Boyle
Attorney-In-Fact 1)
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
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SEC 1474 (7-96)
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POWER OF ATTORNEY
(E. GARCIA)
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"), and Rule 144 and Rule 145 under the Securities Act
of 1933 (singly or 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/ Ernest C. Garcia II
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Ernest C. Garcia II
Dated: May 27, 1998
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