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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] 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)
Fratt, Peter R.
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)
[ ] Director [ ] 10% Owner
[X] Officer (Former) (give title below) [ ] Other (specify below)
Former Vice President/Real Estate
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 46,400 D Direct
Page - 1
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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 10,000 % %
Option (right to buy)
Incentive Stock Option (right & 11/17/98 D 30,000 & &
to buy)
Incentive Stock Option (right = 11/17/98 A 15,000 = =
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 10,000 % 10,000 D Direct
Option (right to buy)
Incentive Stock Option (right 11/17/98 Common Stock 30,000 & (see below) D Direct
to buy)
Incentive Stock Option (right 11/17/98 Common Stock 15,000 = 15,000 D Direct
to buy)
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<FN>
Explanation of Responses:
% These 10,000 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 9/13/96 and 12/2/96, for 20,000 and 10,000 shares, at exercise
prices of $11.88 and $17.69 per share, respectively. The 30,000 original options
are considered to be granted and repriced effective as of 11/17/98, for 15,000
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. Generally, the options expire 6 years from the date of
grant.
- - 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: Peter R. Fratt
DATE February 9, 1999
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POWER OF ATTORNEY
(P. Fratt)
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/ PETER R. FRATT
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Peter R. Fratt
Dated: April 27, 1998
