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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 1)
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UNITED PARCEL SERVICE, INC.
(Name of Subject Company (issuer))
UNITED PARCEL SERVICE, INC.
(Name of Filing Person (offeror))
CLASS A-1 COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
911312304
(CUSIP Number of Class of Securities)
JOSEPH R. MODEROW, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
UNITED PARCEL SERVICE, INC.
55 GLENLAKE PARKWAY, NE
ATLANTA, GEORGIA 30328
(404) 828-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
<TABLE>
<CAPTION>
<S> <C> <C>
JOHN F. OLSON, ESQ. JEFFREY L. SCHULTE JEFFREY SMALL, ESQ.
GIBSON, DUNN & CRUTCHER LLP MORRIS, MANNING & MARTIN L.L.P. DAVIS POLK & WARDWELL
1050 CONNECTICUT AVE., N.W. 3343 PEACHTREE ROAD, N.E., SUITE 1600 450 LEXINGTON AVE.
WASHINGTON, D.C. 20036 ATLANTA, GA 30326 NEW YORK, NEW YORK 10017
(202) 955-8500 (404) 233-7000 (212) 450-4000
</TABLE>
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$6,053,596,620.00 $1,210,719.32
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, assuming that 100,893,277 shares of class A-1 common stock are
purchased for $60.00 per share.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $1,210,719.32 Filing Party: United Parcel Service, Inc.
Form or Registration No.: Schedule TO: File No. 005-57699
Date Filed: February 4, 2000
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[X] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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This amendment no. 1 to issuer tender offer statement on Schedule TO
relates to an offer by United Parcel Service, Inc., a Delaware corporation, to
purchase, upon the terms and subject to the conditions contained in the offer to
purchase, dated February 4, 2000 and the accompanying letters of transmittal
(which together constitute the "offer" and are filed as Exhibit (a)(1) to this
Schedule TO) up to 100,893,277 shares of United Parcel Service, Inc.'s class A-1
common stock, par value $0.01 per share, at a price of $60.00 per share, net to
the seller in cash.
Item 12 hereby is amended and restated as follows:
ITEM 12. EXHIBITS.
(a)(1) -- Offer to Purchase, dated February 4, 2000, and Forms of
Letters of Transmittal and instructions.
(a)(2) -- Letter to Shareowners from James P. Kelly, Chairman of
the Board and Chief Executive Officer of UPS, dated
February 4, 2000.
(a)(5)(i) -- Press release issued by UPS on February 4, 2000.
(a)(5)(ii) -- Summary Advertisement published in the
Wall Street Journal on February 4, 2000.
(b) -- None.
(d) -- None.
(g)(i) -- UPS Internal Communication Materials.
(g)(ii) -- Presentation Materials.
(g)(iii) -- UPS Internal Communication Materials,
dated February 8, 2000.
(h) -- None.
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SIGNATURE
After due 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.
UNITED PARCEL SERVICE, INC.
By: /s/ Joseph R. Moderow
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Joseph R. Moderow
Senior Vice President and
Secretary
Dated: February 8, 2000
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Date: February 8, 2000
To: Region and District Human Resources Managers
From: Corporate Communications
Subj: Mailing of Tender Offer Materials
Attached is a PCM Outline regarding Tender Offer materials that will be mailed
to the homes of UPS class A shareowners.
The PCM Outline should be presented to all employees as soon as possible. Please
duplicate and distribute these materials to appropriate department, division and
center managers.
If you have any questions regarding this PCM, please contact Tom McGowan at
ATLAS 490-6117.
pc: Management Committee
Corporate Department Managers
Region and District Managers
Region and District Communications
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SUBJECT: Mailing of Tender Offer Materials
FOR: All Employees
DATE OF USE: Week of February 7, 2000
INTRODUCTION:
UPS has announced the launch of the Tender Offer that was planned in connection
with November's Initial Public Offering (IPO) of UPS stock. Details of this
offer are being mailed to the homes of all class A shareowners.
KEY POINTS:
- - Materials are being mailed this week
- - Mailing contains information and materials necessary to participate in
the offer
- - All materials and filings connected with the offer are available on the
UPS Investor Relations internet site at www.ups.com
- - Please read these materials carefully before making any decision about
participating in the offer
CONCLUSION:
The Tender Offer is being made to class A shareowners only. If you purchased
class B shares through a broker, those shares are not eligible to be tendered
through this offer.
