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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)
Sullivan, Gregory B.
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
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
President/COO
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
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<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 40,000 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 % 01/15/98% A% 250,000% % %
Option (right to buy)
Incentive Stock Option (right *# 01/15/98# A# 250,000# *# *#
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 250,000% % 250,000% D Direct
Option (right to buy)
Incentive Stock Option (right 01/15/98# Common Stock 250,000# *# 491,000*# D Direct
to buy)
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<FN>
Explanation of Responses:
% These 250,000 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.
* Included in the end of year ownership are 241,000 options vesting over a 5
year period with 20% vesting each year, beginning one year after the date of
grant. These options have been previously reported on the Reporting Person's
Form 4 filing and there is no change in these options reported pursuant to this
statement. The options were issued under the UGLY Long-Term Incentive Plan
("Incentive Plan") effective as of 11/1/95 (116,000 options), 6/1/96 (25,000
options) and 12/2/96 (100,000 options) at exercise prices per share of $2.59,
$6.75 and $17.69, respectively. Generally, these 241,000 options expire 6 years
from the date of grant.
# 250,000 of these options were granted under the Incentive Plan effective as of
1/15/98 at an exercise price of $8.25 per share. The options vest over a 5 year
period with 20% vesting each year, beginning one year after the date of grant.
Generally, these 250,00 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. Ending of year
securities consist of securities previously reported plus the 1/15/98 stock
option grant (491,000 options = 241,000 options + 250,000 options).
- - Power of Attorney is included and made a part of this filing.
</FN>
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SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE
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By: Judith A. Boyle
- Attorney-in-fact
For: Gregory B. Sullivan
DATE 02/09/99
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POWER OF ATTORNEY
(G. Sullivan)
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/ Gregory B. Sullivan
Gregory B. Sullivan
Dated: April 27, 1998
