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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ugly Duckling Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
903512101
(CUSIP Number)
Orin S. Kramer
Kramer Spellman, L.P.
2050 Center Avenue, Suite 300
Fort Lee, New Jersey
07024
(201) 592-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 1996
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
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SCHEDULE 13D
CUSIP No. 903512101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kramer Spellman L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 645,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
645,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 903512101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orin S. Kramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 645,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
645,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 903512101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Spellman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 645,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
645,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the Common Stock, par value $.001 per share (the "Common Stock"), of Ugly
Duckling Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 2525 E. Camelback Road, Suite
1150, Phoenix, Arizona 85016.
Item 2. Identity and Background
The Statement is being filed by (1) Kramer Spellman L.P., a
Delaware limited partnership ("KS"), (2) Orin S. Kramer, a United States
citizen, in his capacity as one of the two general partners of KS ("Mr.
Kramer"), and (3) Jay Spellman, a United States citizen, in his capacity as one
of the two general partners of KS ("Mr. Spellman"). KS, Mr. Kramer and Mr.
Spellman are sometimes collectively referred to herein as the "Reporting
Persons".
KS serves as a general partner to investment partnerships and
as a discretionary investment manager to managed accounts. The principal
offices of KS are located at 2050 Center Avenue, Suite 300, Fort Lee, New
Jersey 07024, which is also the business address of Mr. Kramer and Mr.
Spellman.
The shares of Common Stock which are the subject of this
Statement are held directly by investment partnerships for which KS serves as
the general partner and managed accounts for which KS serves as discretionary
investment manager (collectively, the "Partnerships and Managed Accounts").
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None of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
The Partnerships and Managed Accounts expended an aggregate
of approximately $8,089,437 (including brokerage commissions, if any) to
purchase the 645,800 shares of Common Stock held by them. The Partnerships and
Managed Accounts regularly effect purchases of securities through margin
accounts maintained for them with Morgan Stanley & Co. Incorporated, which
extends margin credit to the Partnerships or Managed Accounts, as the case may
be, as and when required to open or carry positions in the margin account,
subject to applicable Federal margin regulations, stock exchange rules and the
firm's credit policies. The positions held in this margin account are pledged
as collateral security for the repayment of debit balances in the account.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock
by each of the Reporting Persons is for investment. Each
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Reporting Person may make further purchases of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by it at any
time.
The Reporting Persons are engaged in the investment business.
In pursuing this business, the Reporting Persons analyze the operations,
capital structure and markets of companies in which they invest, including the
Company, on a continuous basis through analysis of documentation and
discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). The
Reporting Persons do not believe they possess material inside information
concerning the Company. From time to time, one or more of the Reporting Persons
may hold discussions with third parties or with management of such companies in
which the Reporting Person may suggest or take a position with respect to
potential changes in the operations, management or capital structure of such
companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses
(a) through (j) of Item 4 of the Schedule 13D, including, without limitation,
such matters as disposing of or selling all or a portion of the company or
acquiring another company or business, changing operating or marketing
strategies, adopting or not adopting certain types of anti-takeover measures
and restructuring the company's capitalization or dividend policy. However,
none of the Reporting Persons intends to seek control of the Company or
participate in the management of the Company.
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Except as set forth above, the Reporting Persons do not have
any present plans or proposals that relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
(i) Mr. Kramer has beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 645,800 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 5.08% of the issued
and outstanding Common Stock. Mr. Kramer shares voting power and dispositive
power over the Common Stock with Mr. Spellman and KS.
(ii) Mr. Spellman has Beneficial Ownership of
645,800 of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 5.08% of the issued and outstanding
Common Stock. Mr. Spellman shares voting power and dispositive power over the
Common Stock with Mr. Kramer and KS.
(iii) KS has Beneficial Ownership of 645,800
shares of Common Stock by virtue of its position as general partner of, or
discretionary investment manager to, the Partnerships and Managed Accounts, as
the case the may be, holding such shares of
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Common Stock. Such shares represent 5.08% of the issued and outstanding Common
Stock. KS shares voting power and dispositive power over such shares with Mr.
Kramer and Mr. Spellman.
The percentages used herein are calculated based upon the
12,706,344 shares of Common Stock stated to be issued and outstanding as of
November 12, 1996, as reflected in the Company's Quarterly Report on Form 10-Q
for the three months ended September 30, 1996.
(c) The trading dates, number of shares purchased and price
per share (including commissions, if any) for all transactions by the Reporting
Persons during the past 60 days are set forth in Schedule I hereto. All such
transactions were over-the-counter purchases.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds of
sale of shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement among the Reporting
Persons.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 23, 1996.
KRAMER SPELLMAN L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: a General Partner
By: /s/ Jay Spellman
Name: Jay Spellman
Title: a General Partner
/s/ Orin S. Kramer
Orin S. Kramer
/s/ Jay Spellman
Jay Spellman
<PAGE>
Schedule I
Date Shares Purchased Price Per Share
- ---- ---------------- ---------------
10/15/96 5,000 $13.750
10/16/96 15,000 14.375
10/16/96 7,000 14.300
10/17/96 6,000 14.500
10/18/96 11,000 14.534
10/28/96 8,000 15.925
10/30/96 125,000 15.000
10/30/96 76,000 15.510
10/30/96 50,000 15.700
11/11/96 7,800 15.625
12/13/96 50,000 17.875
Date Shares Sold Price Per Share
- ---- ----------- ---------------
10/30/96 76,000 $15.490
11/25/96 4,000 16.450
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Exhibit Index
Exhibit
Exhibit A: Joint Filing Agreement, dated
December 23, 1996, among Kramer Spellman, L.P.,
Orin S. Kramer and Jay Spellman
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D dated December 23, 1996 with respect to the Common Stock of Ugly Duckling
Corporation is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall
constitute one and the same instrument.
Dated: December 23, 1996
KRAMER SPELLMAN L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: a General Partner
By: /s/ Jay Spellman
Name: Jay Spellman
Title: a General Partner
/s/ Orin S. Kramer
Orin S. Kramer
/s/ Jay Spellman
Jay Spellman
