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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
United Parcel Service, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
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UNITED PARCEL SERVICE OF AMERICA, INC.
SOLICITATION OF CONSENTS TO TERMINATE
THE UPS MANAGERS STOCK TRUST AND
THE UPS EMPLOYEES STOCK TRUST
Consent Solicitation Statement dated September 22, 1999
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. We are soliciting your consent to terminate the UPS Managers Stock Trust
and the UPS Employees Stock Trust. Each of these trusts may be terminated,
with our prior written consent, by the members and additional members of
the trust for whom a majority of the shares are held under that trust.
. Your consent will be a consent to terminate each of these trusts under
which you hold shares of our common stock.
. We are seeking to terminate the trusts in connection with our proposed
merger with UPS Merger Subsidiary, Inc. and the proposed public offering of
United Parcel Service, Inc.'s class B common stock. Each of these
transactions is described in detail in our proxy statement/prospectus dated
September 22, 1999, which accompanies this consent solicitation statement.
You should read the proxy statement/prospectus carefully.
. If the proposed merger is not approved by our shareowners, or the proposed
merger and public offering do not occur for any reason, the trusts will not
terminate.
. To consent to the termination of each of the trusts under which you hold
shares of our common stock, please complete, sign and date the enclosed
proxy card and return it in the enclosed postage-paid envelope.
. Our board of directors has unanimously determined that termination of the
trusts is in the best interests of our shareowners, and unanimously
recommends that you consent to termination of the trusts.
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BACKGROUND
The UPS Managers Stock Trust and UPS Employees Stock Trust are designed to
keep our stockholdings intact in a single, unified group. Shares of our common
stock held under the trusts:
. are subject to repurchase by us in the event that you request to
withdraw them from the trusts
. are subject to recall by us when you leave UPS or retire
As described in the proxy statement/prospectus, we are proposing to merge
with UPS Merger Subsidiary, Inc., and to offer United Parcel Service, Inc.'s
class B common stock to the public. We believe that these transactions will
give us greater financial flexibility to respond to changes in global market
conditions, including the ability to use a publicly traded security to make
strategic acquisitions in important markets around the world, while keeping
voting control in the hands of our current shareowners.
United Parcel Service, Inc.'s certificate of incorporation accomplishes
many of the goals of the trusts by concentrating both our equity ownership and
voting power in the newly created class A common stock, while offering the
newly created class B common stock, which has the same economic rights but has
less voting power and represents less of our total equity, to the public.
Because we initially will issue class A common stock only to our current
shareowners, and because we intend to issue class A common stock primarily to
our managers and employees in the future, this structure will maintain and
enhance our historical ownership profile.
For these reasons, we believe that the trusts will not be necessary to
maintain our employee-owned and owner-managed culture and structure after the
merger and the public offering.
EFFECT OF THE PROPOSAL
If we receive adequate consents to terminate the trusts, we will deliver
notice of termination to First Union National Bank, which is trustee of the
trusts. The trusts will terminate simultaneously with the merger of UPS Merger
Subsidiary, Inc. with and into United Parcel Service of America, Inc. The
shares of class A common stock of United Parcel Service, Inc. that you receive
in the merger will not be subject to the trusts.
If the proposed merger is not approved by our shareowners, or the proposed
merger and public offering do not occur for any reason, the trusts will not
terminate.
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CONSENTS REQUIRED
Each of the trusts may be terminated, with our prior written consent, by
members and additional members of the trust for whom a majority of the shares
are held under that trust.
A "member" of a trust is a person who has signed a deposit agreement under
the trust. An "additional member" of a trust is a member's donee, heir,
legatee, administrator or executor, any trustee or custodian of a member's
individual retirement account, or any other transferee of shares from a member
permitted by the trust.
To consent to the termination of each of the trusts under which you hold
shares of our common stock, please complete, sign and date the enclosed proxy
card and return it in the enclosed postage-paid envelope.
Our board of directors has unanimously determined that termination of the
trusts is in the best interests of our shareowners, and unanimously recommends
that you consent to termination of the trusts.
WHERE YOU CAN FIND MORE INFORMATION
We file, and after the public offering United Parcel Service, Inc. will
file, annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
SEC's regional offices in New York at 7 World Trade Center, 13th Floor, New
York, NY 10048, and in Chicago at Suite 1400, Northwestern Atrium Center, 14th
Floor, 500 W. Madison Street, Chicago, IL 60661. Please call the SEC at 1-800-
SEC-0330 for further information about the public reference rooms.
We have filed a registration statement on Form S-4 with the SEC. The proxy
statement/prospectus that accompanies this consent solicitation statement is
part of that registration statement and, as allowed by SEC rules, does not
include all of the information you can find in the registration statement or
the exhibits to the registration statement. United Parcel Service, Inc. also
has filed a registration statement on Form S-1 relating to the proposed public
offering of shares of its class B common stock.
If you have any questions, you should contact UPS Shareowner Relations at
(404) 828-6000.
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