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.
1. Name and Address of Reporting Person(s)
Garcia II, Ernest C.
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)
[X] Director [X] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Chief Executive Officer and Chairman
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 V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 03/23/99(5) P 50,000(5) A $6.0625 138,000 (3) I Indirect-V (5)
Common Stock - Unchanged 4,500,000(1) D Direct
Common Stock - Unchanged 136,500 I Indirect-GFF(2)
<PAGE>
<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>
Call Option (obligation to $15 3/26/99 E(4) 1 8/18/97 5/31/00
sell)
<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>
Call Option (obligation to 3/26/99 Common Stock 50,000 -0- D
sell)
<FN>
Explanation of Responses:
(1) This amount of securities owned includes 50,000 shares of UGLY Common Stock
that on 8/18/97 the Reporting Person granted an option to Don Addink
(another UGLY Section 16 Officer) to acquire the shares at an option price
of $15 per share (approx. closing price of UGLY Common Stock on 8/18/97).
This option was terminated in 3/99, as mutually agreed to between the
Reporting Person and D. Addink. See Footnote (4) below.
(2) These shares of Common Stock of UGLY are owned by the Garcia Family
Foundation, Inc. ("GFF"). GFF is an Arizona nonprofit corporation that has
the right to receive dividends from, or proceeds for the sale of, the
136,500 shares of Common Stock. The Reporting Person/Mr. Garcia has no right
to receive dividends from, or proceeds from the sale of, the 136,500
shares. Mr. Garcia is the president and a director of GFF and shares the
power to direct the vote and power to direct the disposition of these
shares held by GFF. Mr. Garcia disclaims beneficial ownership of these
shares held by GFF. Mr. Garcia disclaims beneficial ownership of the
136,500 shares reported herein and also disclaims beneficial ownership of
all shares of UGLY Common Stock owned/held by GFF.
(3) End of month ownership is based on 2/28/99 ownership ending balance of
88,000 shares (as previously reported on an earlier Form 4) of UGLY Common
Stock plus 50,000 purchased on or about 3/23/99 (88,000 + 50,000 =
138,000). Mr. Garcia disclaims beneficial ownership of all shares
owned/held by Verde. This form is being filed early for 3/99 changes. If
there is a further change in beneficial ownership by me during this month,
I will file an amendment to this Form 4.
(4) Cancellation of option granted on 8/18/97 by the Reporting Person to Don
Addink (another Ugly Duckling Section 16 Officer) to acquire 50,000 shares
of Ugly Duckling Common Stock.
(5) These 50,000 shares of Common Stock of UGLY were acquired on 3/23/99 by
Verde Investments, Inc. ("Verde") at a purchase price of $6.0625 per share.
The Reporting Person is the president and sole shareholder of Verde. Verde
is an affiliate of Issuer.
@ Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE
-------------------
By: Judith A. Boyle
@ Attorney-in-Fact
For: Ernest C. Garcia II
DATE March 26, 1999
<PAGE>
POWER OF ATTORNEY
(E. Garcia II)
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/ ERNEST C. GARCIA II
--------------------------------------
Ernest C. Garcia II
Dated: May 27, 1998
