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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED PARCEL SERVICE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 58-2480149
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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55 GLENLAKE PARKWAY, N.E.
ATLANTA, GA 30328
(Address of Principal Executive Offices, Including Zip Code)
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UNITED PARCEL SERVICE, INC. INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
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<S> <C>
JEFFREY L. SCHULTE, ESQ. COPY TO:
MORRIS, MANNING & MARTIN, L.L.P. JOSEPH R. MODEROW, ESQ.
1600 ATLANTA FINANCIAL CENTER UNITED PARCEL SERVICE, INC.
3343 PEACHTREE ROAD, N.E. 55 GLENLAKE PARKWAY, N.E.
ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30328
(404) 233-7000
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(Name and Address and Telephone Number, Including Area Code, of Agent for
Service.)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
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<S> <C> <C> <C> <C>
Class A-1 Common Stock, $.01 par value
per share............................. 112,000,000 $66.625 $7,462,000,000.00 $1,969,968.00
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(1) Estimated pursuant to Rule 457(h) and (i) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on the
basis of the average of the high and low sales prices of the Registrant's
Class B Common Stock, into which shares of Class A-1 Common Stock are
convertible, on December 17, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees and/or directors of United Parcel Service, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated herein
by reference:
(a) the Company's Prospectus, filed with the Commission on November
10, 1999 pursuant to Rule 424(b) under the Securities Act, which contains
audited financial statements for the latest fiscal year, and unaudited
financial statements for the nine months ended September 30, 1999, for the
Company's predecessor (Registration No. 333-83347); and
(b) the description of United Parcel Service of America, Inc.'s common
stock, $.10 par value per share contained in Item 14 of its Registration
Statement on Form 8-A, filed with the Commission in April 1970, as updated
by Item 5 of its Annual Report on Form 10-K for the year ended December 31,
1998, and as modified by the description of the Class A-1 common stock
contained in the Company's Registration Statement on Form S-4 (No.
333-83349). The Company succeeded to the 1934 Act registration of United
Parcel Service of America, Inc. pursuant to Rule 12g-3 under the 1934 Act.
In addition, any and all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of Common
Stock offered hereby shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock were passed
upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Members of Morris,
Manning & Martin, L.L.P. hold an aggregate of 1,125 shares of the Class B Common
Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed
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to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the case
of derivative actions, except that indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
an action, and the Delaware General Corporation Law requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. Section 145 of the Delaware General
Corporation Law also provides that the rights conferred thereby are not
exclusive of any other right to which any person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
and permits a corporation to advance expenses to or on behalf of a person
entitled to be indemnified upon receipt of an undertaking to repay the amounts
advanced if it is determined that the person is not entitled to be indemnified.
The Company's Restated Certificate of Incorporation does not provide for
indemnification of the Company's directors and officers, but the Company's
Bylaws provide that the Company must indemnify its directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to this
Registration Statement, this item is inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
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EXHIBIT
NO. DESCRIPTION
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3.1 -- Form of the Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of Amendment No. 3
to the Company's Registration Statement on Form S-4 (No.
333-83349), filed on September 21, 1999)
3.2 -- Form of the Company's Bylaws (incorporated by reference to
Exhibit 3.2 of Amendment No. 1 to the Company's Registration
Statement on Form S-4 (No. 333-83349), filed on September 1,
1999)
4.1 -- Form of the United Parcel Service, Inc. Incentive
Compensation Plan (incorporated by reference to Exhibit
10.24 of Amendment No. 3 to the Company's Registration
Statement on Form S-4 (No. 333-83349), filed on September
21, 1999)
5.1 -- Opinion of Morris, Manning & Martin, L.L.P., as to the
legality of the securities being registered.
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 20th day of
December, 1999.
UNITED PARCEL SERVICE, INC.
By: /s/ JAMES P. KELLY
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James P. Kelly
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
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SIGNATURE TITLE DATE
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/s/ JOHN W. ALDEN Vice Chairman of the Board, December 20, 1999
- ----------------------------------------------------- Senior Vice President and
John W. Alden Director
Director
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William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, Chief December 20, 1999
- ----------------------------------------------------- Financial Officer,
Robert J. Clanin Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ MICHAEL L. ESKEW Executive Vice President and December 20, 1999
- ----------------------------------------------------- Director
Michael L. Eskew
/s/ JAMES P. KELLY Chairman of the Board, Chief December 20, 1999
- ----------------------------------------------------- Executive Officer and
James P. Kelly Director (Principal
Executive Officer)
Director
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Ann M. Livermore
Director
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Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, December 20, 1999
- ----------------------------------------------------- Secretary and Director
Joseph R. Moderow
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SIGNATURE TITLE DATE
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<C> <S> <C>
Director
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Kent C. Nelson
Director
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Victor A. Pelson
Director
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John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President December 20, 1999
- ----------------------------------------------------- and Director
Charles L. Schaffer
/s/ LEA N. SOUPATA Senior Vice President December 20, 1999
- ----------------------------------------------------- and Director
Lea N. Soupata
Director
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Robert M. Teeter
/s/ THOMAS H. WEIDEMEYER Senior Vice President December 20, 1999
- ----------------------------------------------------- and Director
Thomas H. Weidemeyer
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EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT WAS
OF EXHIBIT DESCRIPTION OF EXHIBIT PREVIOUSLY FILED WITH COMMISSION
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3.1 -- Form of the Company's Restated Incorporated by reference to Exhibit
Certificate of Incorporation 3.1 of Amendment No. 3 to the
Company's Registration Statement on
Form S-4 (No. 333-83349), filed on
September 21, 1999
3.2 -- Form of the Company's Bylaws Incorporated by reference to Exhibit
3.2 of Amendment No. 1 to the
Company's Registration Statement on
Form S-4 (No. 333-83349), filed on
September 1, 1999
4.1 -- Form of the United Parcel Service, Incorporated by reference to Exhibit
Inc. Incentive Compensation Plan 10.24 of Amendment No. 3 to the
Company's Registration Statement on
Form S-4 (No. 333-83349), filed on
September 21, 1999
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EXHIBITS FILED HEREWITH
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DESIGNATION
OF EXHIBIT DESCRIPTION OF EXHIBIT
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5.1 -- Opinion of Morris, Manning & Martin, L.L.P., as to the
legality of the securities being registered.
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Morris, Manning & Martin, LLP (included in
Exhibit 5.1)
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EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
December 21, 1999
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for United Parcel Service, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8, of a proposed offering of 112,000,000 shares of the Company's Class A-1
common stock, $0.01 par value per share (the "Shares") issuable pursuant to the
Company's Incentive Compensation Plan.
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plan as would
be necessary and advisable for purposes of rendering this opinion. Based upon
and subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
United Parcel Service, Inc. on Form S-8 of our report dated February 8, 1999
(August 16, 1999 as to Note 4) (relating to the consolidated financial
statements of United Parcel Service of America, Inc.), appearing in Registration
Statement No. 333-83347 on Form S-1 of United Parcel Service, Inc., and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
December 20, 1999
