UNITED STATES 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.
1. Name and Address of Reporting Person(s)
Garcia II, Ernest C.
2525 East Camelback Road, Suite 1150
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol
Ugly Duckling Corporation (UGLY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
11/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Chief Executive Officer
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 11/04/98 P (1) 25,000 A $5.63 (1) 88,000(2) I Indirect-V (2)
Common Stock - Unchanged 4,450,000% D Direct
Common Stock - Unchanged 136,500+ I Indirect-GFF+
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
None $0.00
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
None None 0 0 --
</TABLE>
[FN]
Explanation of Responses:
(1) These 25,000 shares of Common Stock of UGLY were acquired on or about
11/4/98 by Verde Investments, Inc. ("Verde") at a purchase price of $5.625
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 88,000 shares reported herein and also disclaims beneficial
ownership of all shares of UGLY Common Stock owned/held by Verde.
(2) End of month ownership is based on 10/31/98 ownership ending balance of
63,000 shares (as previously reported on an earlier Form 4) of UGLY Common
Stock plus 25,000 purchased on or about 11/04/98 (63,000 + 25,000 = 88,000).
Mr. Garica disclaims beneficial ownership of all shares owned/held by
Verde as discussed above.
%This amount of securities owned excludes 50,000 share 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 shares of Common Stock of UGLY are owned by the Garcia Family
Foundation, Inc. ("GFF"). GFF is an Arizona nonprofit corporation that has
the right to receive dividends from, or 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 GFF and shares the power to
direct the vote and power to direct the disposition of these shares held
by GFF. Mr. Garcia disclaims beneficial ownership of these shares held by
GFF. 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 GFF.
- - Power of Attorney is included and made a part of this filing.
</FN>
SIGNATURE OF REPORTING PERSON
/S/ By: Judith A. Boyle
Attorney-in-Fact -
For: Ernest C. Garcia II
DATE
12/03/98
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
September 1, 1999, unless earlier revoked or terminated.
/s/Ernest C. Garcia II
Dated: May 27, 1998
UDC.SM:POA.DOC
