<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
NOVEMBER 26, 1997
(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 [ ].
1
<PAGE>
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 564,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
564,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14. TYPE OF REPORTING PERSON*
PN
2
<PAGE>
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
2,000
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 564,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,000
WITH
10. SHARED DISPOSITIVE POWER
564,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
14. TYPE OF REPORTING PERSON*
IN
3
<PAGE>
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 564,800
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
564,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14. TYPE OF REPORTING PERSON*
IN
4
<PAGE>
This statement amends and supplements the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined therein) with the
Securities and Exchange Commission (the "Commission") on December 23, 1996, as
amended by Amendment No. 1 filed with the Commission on June 9, 1997 and
constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used herein
without definition shall have the meaning assigned to such terms in the Schedule
13D.
ITEM 3. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The first sentence of Item 3 is revised and amended in its entirety as set
forth below:
The Partnerships and Managed Accounts expended an aggregate of
approximately $8,341,130 (including brokerage commissions, if any) to purchase
the 564,800 shares of Common Stock held by them. Mr. Kramer expended an
aggregate of approximately $31,941 to purchase the additional 2,000 shares of
Common Stock held by him and in trust for his minor children.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is revised and amended in its entirety as set forth below:
(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 564,800 shares
of Common Stock by virtue of his position as one of the two general partners of
KS. Such shares represent 3.05% of the issued and outstanding Common Stock. Mr.
Kramer shares voting power and dispositive power over the Common Stock with Mr.
Spellman and KS. In addition, Mr. Kramer has Beneficial Ownership of 2,000
shares of Common Stock that are held in his name as well as in trust for his
minor children. Such shares represent less than an additional 1% of the issued
and outstanding Common Stock.
(ii) Mr. Spellman has Beneficial Ownership of 564,800 shares of Common
Stock by virtue of his position as one of the
5
<PAGE>
two general partners of KS. Such shares represent 3.05% 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 564,800 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 Common Stock. Such shares represent 3.05% 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 18,520,916 shares
of Common Stock stated to be issued and outstanding as of November 14, 1997, as
reflected in the Company's Quarterly Report on Form 10-Q for three months ended
September 30, 1997.
(c) The trading dates, number of shares purchased or sold and the
average price per share (including commissions, if any) for all transactions by
the Reporting Persons for the past 60 days are set forth in Schedule I hereto.
All such transactions were over-the-counter.
(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, except that the respective shareholders, partners or owners as
relevant, of the Partnerships and the Managed Accounts have the
6
<PAGE>
right to participate in the receipt of dividends from or proceeds for the sale
of, the shares of Common Stock held for their respective accounts.
(e) As of November 26, 1997, the Reporting Persons ceased to have
Beneficial Ownership of more than 5% of the outstanding Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman dated December
23, 1996 (filed as Exhibit 99 to the Schedule 13D and incorporated herein by
reference.)
7
<PAGE>
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 2, 1997
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
8
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Date Shares Purchased Price Per Share
- ---- ---------------- ---------------
<S> <C> <C>
10/1/97 100,000 $15.500
11/11/97 8,200 11.260
</TABLE>
<TABLE>
<CAPTION>
Date Shares Sold Price Per Share
- ---- ------------ ---------------
<S> <C> <C>
10/22/97 10,400 $14.721
10/22/97 19,600 14.721
11/4/97 10,000 11.940
11/11/97 8,200 11.240
11/26/97 600,000 8.969
</TABLE>
9
<PAGE>
