UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5 AMENDMENT
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)
Darak, Steven T.
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
12/99
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. Vice President
Chief Financial 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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<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>
<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 $5.56 03/02/99 A 35,000 03/02/00 (1) 03/02/05
Option (right 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 03/02/99 Common Stock 35,000 $5.56 (1) 35,000 D Direct
Option (right to buy)
<FN>
Explanation of Responses:
(1) The number of options were erroneously reported on 2/15/00 as 125,000. As part of the Reporting Person's annual compensation as
the Chief Financial Officer of UGLY, the board's Compensation Committee granted effective 3/2/99, this non-qualified
performance based option for 35,000 shares under the Ugly Duckling 1998 Executive Incentive Plan at an exercise price of $5.56
per share. The option will expire 10 years following the grant date. The option is not exercisable before one year from the
grant date. Generally, the option vests on the last to occur of (1) 20 % per year; and (2) either of 2 performance measures for
UDC being met (a stock price target (external target), or an internal target). The option "cliff vests" after 7 years from the
grant date, regardless of the above vesting schedule.
- - Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ JON D. EHLINGER
-----------------------
By: Jon D. Ehlinger
- Attorney-in-fact
For: Steven T. Darak
DATE 02/18/00
<PAGE>
POWER OF ATTORNEY
(S. Darak)
I hereby appoint Steven P. Johnson, Judith A. Boyle and Jon D.
Ehlinger, 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, the American Stock Exchange 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, 2000, unless earlier revoked or terminated.
/S/ STEVEN T. DARAK
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Steven T. Darak
Dated: May 24, 1999
