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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
June 5, 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 [ ].
Page 1 of 9
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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 1,185,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,185,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.43%
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 1,185,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,185,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.43%
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 1,185,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,185,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.43%
14. TYPE OF REPORTING PERSON*
IN
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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 and
constitutes Amendment No. 1 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 $17,939,625 (including brokerage commissions, if any) to purchase
the 1,185,700 shares of Common Stock held by them.
Item 5. Interest in Securities of the Issuer
The first four paragraphs of Item 5 are revised and amended in their
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 1,185,700 shares
of Common Stock by virtue of his position as one of the two general partners of
KS. Such shares represent 6.43% 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 1,185,700 shares of Common
Stock by virtue of his position as one of the
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two general partners of KS. Such shares represent 6.43% 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 1,185,700 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 6.43% 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
18,441,564 shares of Common Stock stated to be issued and outstanding as of May
13, 1997, as reflected in the Company's Quarterly Report on Form 10-Q for three
months ended March 31, 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 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, except that the respective shareholders,
partners or owners as relevant,
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of the Partnerships and the Managed Accounts have the 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.
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.)
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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.
June 9, 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
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Schedule I
Date Shares Purchased Price Per Share
4/22/97 10,000 $12.625
4/24/97 60,000 14.000
4/25/97 25,000 13.687
6/3/97 45,000 15.319
6/5/97 100,000 14.563
Date Shares Sold Price Per Share
4/23/97 1,000 $13.950
4/24/97 60,000 13.937
4/25/97 25,000 13.625
4/28/97 22,000 13.174
4/28/97 4,000 13.174
5/1/97 3,000 14.199
5/2/97 5,000 14.062
5/5/97 2,000 14.512
5/13/97 5,000 15.212
5/14/97 30,000 16.174
5/19/97 3,000 15.574
