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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person(s)
Johnson, Steven P.
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
12/98
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)
Sr. V.P./General Counsel/
Secretary
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 Amount D Price End of Year I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock-Unchanged 313,000 D Direct
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<CAPTION>
Table II (PART 1) Derivative Securitites 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 A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock $8.25% 01/15/98% A 25,000 % %
Option (right to buy)
Incentive Stock Option (right & 11/17/98 D& 35,000 & &
to buy)
Incentive Stock Option (right $5.13= 11/17/98 A= 17,500 = =
to buy)
<CAPTION>
Table II (PART 2) Derivative Securitites 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 Year
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock 01/15/98 Common Stock 25,000 % 25,000 D Direct
Option (right to buy)
Incentive Stock Option (right 11/17/98 Common Stock 35,000 & (see below) D Direct
to buy)
Incentive Stock Option (right 11/17/98 Common Stock 17,500 = 23,500= D Direct
to buy)
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<FN>
Explanation of Responses:
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% 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 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. The options have not been previously reported on a Form
4 or Form 5 and are reported as a change/acquisition with the filing of this
statement.
& Cancellation of option in connection with grant of replacement option. On
11/17/98 the UGLY Compensation Committee and Board of Directors approved a stock
option repricing program of certain options in the UGLY Long-Term Incentive Plan
("Incentive Plan") ("Repricing Program"). The Repricing Program included a
decrease of the exercise price, a decrease in the number of shares under the
option and the restart of the original vesting schedule for the option. This
cancellation/disposition is part of the Repricing Program (see footnote below).
The cancellation has not previously been reported on a Form 4 or Form 5.
= As discussed in the above footnote, this reported transaction involved the
cancellation/repricing of existing options that were originally granted
effective as of 12/2/96 and 5/27/97, for 15,000 shares and 20,000 shares, at
exercise prices of $17.69 and $15.75 per share, respectively. The 35,000
original options are considered to be granted and repriced effective as of
11/17/98, for 17,500 shares, at an exercise price of $5.13 per share. The
repriced options have not been previously reported on a Form 4 or Form 5 and are
reported as a change with the filing of this statement. 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. The total for the end of year
balance of securities includes 6,000 options that were granted under the
Incentive Plan effective as of 6/1/96 at an exercise price of $6.75 per share.
Generally, the options expire 6 years from the date of grant. End of year
balance of 23,500 securities consists of 17,500 repriced plus 6,000 existing
securities not repriced.
- - Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE
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By: Judith A. Boyle
- Attorney-in-Fact
For: Steven P. Johnson
February 9, 1999
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DATE
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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 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/ STEVEN P. JOHNSON
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Steven P. Johnson
Dated: April 27, 1998
