UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 of Section 30(f) of the
Investment Company Act of 1940.
Commission File Number 000-20841
UGLY DUCKLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0721358
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of pricipal executive officer) (ZIP Code)
Registrant's telephone number, including area code: (602) 852-6600
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1. Name and Address of Reporting Person(s)
Willey, Frank P.
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)
[X] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify 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>
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 V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock-Unchanged 09/01/98 P 27,144 A 27,144 D Direct
Common Stock 12/01/99 (1)P 147,400 A (1) 147,400 I Indirect (2)
by Fidelity
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<CAPTION>
Table II (PART 1) Derivative Securities 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 V A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
NONE
<CAPTION>
Table II (PART 2) Derivative Securities 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 Month
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<S> <C> <C> <C> <C> <C> <C> <C>
<FN>
Explanation of Responses:
(1) These shares of UGLY Common Stock were bought on various dates of April 1999 to July 1999 at prices ranging from approximately
$5.30 to $7.71 without Mr. Willey's knowledge. Fidelity now has a process in place for reporting acquistions and dispositions
of UGLY stock to correct this late filing.
(2) These shares of Common Stock of UGLY are owned by a subsidiary of Fidelity National Financial, Inc.("Fidelity"). Mr. Willey is
the president and a director of Fidelity and shares the power to direct the vote and disposition of these securities. Mr.
Willey disclaims beneficial ownership of the 147,400 shares held by Fidelity and reported herein and also disclaims beneficial
ownership of all securities of UGLY Common Stock owned/held by Fidelity. This report shall not be deemed an admission that Mr.
Willey is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
@ Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
For: Frank P. Willey
/S/ Jon D. Ehlinger 12/7/99
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Signature of Reporting Person Date
By: Jon D. Ehlinger
@Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
(F. Willey)
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/ FRANK P. WILLEY
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Frank P. Willey
Dated: September 23, 1999
