UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X]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
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1. Name and Address of Reporting Person(s)
Splaver, Eric J.
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
[ ] Officer (give title below) [X] Other (specify below)
Former Controller/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
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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 V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 03/02/99 M 9,280% A $0.86 % 9,280% I Indirect &
Common Stock - Unchanged 37,840 I Indirect &
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<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
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<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right % 03/02/99 M % 9,280 % % %
to buy)
<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
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<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right 03/02/99 Common Stock 9,280% % 17,530% I Indirect &
to buy)
</TABLE>
Explanation of Responses:
% These options were granted under the Incentive Plan on 11/17/98, 1/15/98,
06/01/96 and 06/30/95 at exercise prices ranging between $8.25 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. The 11/17/98 and 1/15/98 grants were
repricings/cancellations of earlier option grants. The end of month balance
equals the beginning of month balance as previously reported less the
exercise of the option reported in this statement (26,810 - 9,280 =
17,530). The 3/2/99 exercise was a portion of the 6/30/95 grant at an
exercise price of $.86 per share.
& These securities are held indirectly by the Reporting Person through the
Eric J. Splaver & Jennifer L. Splaver Revocable Trust U/A 5/5/95. The
Reporting Person has sole and/or shared investment and voting power with
regard to all of the UGLY securities held in the trust.
@ Power of Attorney is included and made a part of this filing.
SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE 4/8/99
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By: Judith A. Boyle Date
@ Attorney-in-Fact
For: Eric J. Splaver
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POWER OF ATTORNEY
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/ ERIC J. SPLAVER
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Eric J. Splaver
Dated: April 28, 1998
