<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
UGLY DUCKLING CORPORATION
(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*:
ERIC J. SPLAVER
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: 8/98
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR):
6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
X OFFICER CONTROLLER
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
X FORM FILED BY ONE REPORTING PERSON
<TABLE>
<CAPTION>
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 8/14/98 P 3,000 A 7 1/16 37,840# 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.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
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>
- ------------------------------------------------------------------------------------------------------------------------------------
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)
-----------------------------------
Date Expira- Amount or
-------------------------- Exer- tion Title Number of
Code V (A) (D) cisable Date Shares
- ------------------------------------------------------------------------------------------------------------------------------------
Common
OPTION - UNCHANGED X 9,280 + + Stock+ 9,280 +
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<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)
- -------------------------------------------------------------------------------------------------------
Explanation of Responses: 23,060 &+ I -
</TABLE>
- - These securities are held indirectly by me through The Eric J. Splaver and
Jennifer L. Splaver Revocable Trust U/A 5/5/95. I have sole and/or shared
investment and voting power with regard to all of the UGLY securities held in
the trust.
+ These options were granted under the Incentive Plan on 12/02/96, 06/01/96 and
06/30/95 at exercise prices ranging between $20.75 and $.86 per share.
Generally, these options will expire six years following the respective grant
dates. No option is exercisable before eight months from date of grant.
Thereafter, options generally vest and become exercisable as follows: 20.0% per
year.
& End of month ownership unchanged and based upon an earlier Form 4. This ending
balance does not include an option to purchase 5,000 shares of UGLY Common Stock
which was granted as of January 15, 1998 under the 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.
@ Power-of-attorney form included with and part of the filing hereto.
# End of month ownership is based on 7/31/98 ownership ending balance of 34,840
shares (as previously reported on an earlier Form 4) of UGLY Common Stock plus
3,000 purchased on 8/14/98 (34,840 + 3,000 = 37,840).
Eric J. Splaver
/s/ Judith A. Boyle 9/8/98 SEE FOLLOWING
- ------------------------------- ------- POWER OF ATTORNEY
**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.
<PAGE> 4
POWER OF ATTORNEY
(E. SPLAVER)
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/ Eric J. Splaver
----------------------------------
Eric J. Splaver
Dated: April 28, 1998
