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.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 of 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 of other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of pricipal executive officer) (ZIP Code)
Registrant's telephone number, including area code: (602) 852-6600
<PAGE>
1. Name and Address of Reporting Person(s)
Addink, Donald L
2525 East Camelback Road, Suite 500
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
03/99
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)
Senior Vice President and Senior Analyst
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
- ------------------------------------------------------------------------------------------------------------------------------------
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-unchanged 98,000 D Direct
<PAGE>
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
- ------------------------------------------------------------------------------------------------------------------------------------
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>
Executive Incentive Stock $8.25% % %
Option (right to buy)-unchanged%
Incentive Stock Option (right $5.13 & &
to buy)-unchanged&
Stock Option (right to buy) + 3/26/99+ J 50,000+ + +
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
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>
Executive Incentive Stock Common Stock 25,000% D Direct
Option (right to buy)-unchanged%
Incentive Stock Option (right Common Stock 8,500& D Direct
to buy)-unchanged&
Stock Option (right to buy) + Common Stock 50,000 + 0+ D Direct
</TABLE>
Explanation of Responses:
% These 25,000 options were granted under the UGLY 1998 Executive Incentive
Plan ("1998 Executive Incentive Plan") effective as of 1/15/98 at an
exercise price of $8.25 per share. The grant was subject to shareholder
approval, which was obtained on or around 8/31/98. The options vest over a
5 year period (beginning one year after the date of grant) and are subject
to additional vesting hurdles based on the market value of UGLY's Common
Stock on Nasdaq. The price hurdle for the first year of the grant is a 20%
increase in such market value over the exercise price of the options, with
the price hurdles increased for the next 4 years in additional 20%
increments over the exercise price of the options. Regardless of price
hurdles being met, the option grant becomes fully vested on 1/15/2005,
unless sooner exercised or forfeited. The options expire 10 years from the
date of grant.
<PAGE>
Continuation Explanation of Responses:
& These options were cancelled/repriced on 11/17/98. The options were
originally granted effective as of 12/2/96, for 17,000 shares, at an
exercise price of $17.69 per share. The repriced options are considered to
be granted effective as of 11/17/98, for 8,500 shares, at an exercise price
of $5.13 per share. All options were granted under the Incentive Plan and
vest over a 5 year period with 20% vesting each year, beginning one year
after the date of grant. Generally, the options expire 6 years from the
date of grant.
+ 3/26/99 cancellation of option. On 8/18/97, the Reporting Person was
granted an option from Ernest C. Garcia II (another UGLY Section 16
reporting person) for the Reporting Person to acquire 50,000 shares of Mr.
Garcia's UGLY Common Stock at $15.00 per share (approximate closing price
of UGLY Common Stock on 8/18/97) at anytime between the date of option
grant through May 31, 2000. On or about 3/26/99 the parties to the option
mutually agreed to cancel it for no value received or paid.
@ Power of Attorney is included and made a part of this filing.
SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE 4/8/99
- ------------------- ------
By: Judith A. Boyle DATE
@ Attorney-in-Fact
For: Donald L. Addink
<PAGE>
POWER OF ATTORNEY
(D. Addink)
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/ DONALD L. ADDINK
--------------------
Donald L. Addink
Dated: April 28, 1998
