<PAGE> 1
THIS REPORT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/ / CHECK THIS BOX IF NO LONGER
SUBJECT TO SECTION 16. FORM 4 OR
FORM 5 OBLIGATIONS MAY CONTINUE.
SEE INSTRUCTION 1(b).
FILED PURSUANT TO SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
SECTION 17(a) OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 OR
SECTION 20(f) OF THE INVESTMENT COMPANY ACT OF 1940
Commission File Number 000-24747
C Y G N E T F I N A N C I A L C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
Delaware 86-0917503
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 E. Camelback Road,
Suite 1150
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 522-3100
<PAGE> 2
Frank P. Willey
2525 E. Camelback Rd., Suite 1150
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol CYGNET Financial Corporation/CGNTR
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year 9/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Persons to Issuer (Check all applicable)
X Director 10% Owner
---- ---
Officer (give Other (Specify
---- title below) --- below)
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>
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TABLE 1 -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
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<S> <C> <C> <C> <C> <C> <C>
1. Title of Security 2.Trans- 3. Transac- 4. Securities Acquired (A) 5. Amount of Se- 6. Owner- 7. Nature
(Instr. 3) action tion or Disposed of (D) curities Benefi- ship of In-
Date Code (Instr. 3, 4 and 5) cially Owned at Form: direct
(Instr. 8) End of Month Direct Benefi-
(Month/ (Instr. 3 and 4) (D) or cial
Day/ --------------------------------------- Indirect Owner-
Year) Code V Amount (A) or Price (I) ship
(D) (Instr. 4) (Instr.
4)
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None
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v) Page 2 of 4
SEC 1474
(7/96)
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C> <C> <C>
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1. Title of Derivative 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exer- 7. Title and Amount 8. Price
Security sion or action action Derivative cisable and of Underlying of
(Instr. 3) Exercise Date Code Securities Ac- Expiration Securities Deriv-
Price of (Month/ (Instr. 8) quired (A) or Date (Instr. 3 and 4) ative
Deriv- Day/ Disposed of (D) (Month/Day/ Secur-
ative Year) (Instr. 3, 4, Year) ity
Security and 5) (Instr. 5)
-----------------------------------
Date Expira- Amount or
-------------------------- Exer- tion Title Number of
Code V (A) (D) cisable Date Shares
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Rights+ $7.00 + 9/1/98-9/21/98 Common 5,675
9/21/98 Stock
<S> <C> <C> <C>
1. Title of Derivative 9. Number of 10. Ownership 11. Nature of
Security Derivative Form of Indirect
(Instr. 3) Securities Derivative Beneficial
Beneficially Security: Ownership
Owned at End Direct (D) (Instr. 4)
of Month or Indirect (I)
(Instr. 4) (Instr. 4)
Rights+ 5,675 D
Explanation of Responses:
+ On or about 9/25/98 the Cygnet Rights offering and related Cygnet common stock
issuance was terminated by the Cygnet Board of Directors. The Rights total
reported in this Form 4 are approximately 5,675 Rights which the Reporting
Person acquired, in part, as a result of being a shareholder of Ugly
Duckling Corporation ("UDC") via a 1 for 4 (1 Right of Cygnet for every 4
shares of common stock of UDC) grant of Rights. These Rights were part of a
pro rata grant to all holders of common stock of UDC. (see Rule 16a-9) On or
about 9/17/98 the Reporting Person exercised his Rights and subscribed for
5,675 shares of Cygnet common stock. However, as a result of the termination
of the Rights Offering and related Cygnet common stock issuance, the Reporting
Person's subscription was cancelled and no Cygnet common stock was issued.
@ The attached power-of-attorney is included as a part of this filing.
Frank P. Willey
/s/ Judith A. Boyle 10/7/98
- ------------------------------- -------
**Signature of Reporting Person Date
By: Judith A. Boyle
Attorney-in-Fact @
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
</TABLE>
Page 3 of 3
SEC 1474 (7/96)
<PAGE> 4
POWER OF ATTORNEY
(F. Willey)
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 Cygnet Financial 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/ Frank P. Willey
---------------------------------------
Frank P. Willey
Dated: August 3, 1998
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