<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 3)
- -------------------------------------------------------------------------------
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>
-----------------------------------------------------
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
- -------------------------------------------------------------------------------
$6,053,596,620.00 $1,210,719.32
===============================================================================
* Amount previously paid.
* 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. [X]
<PAGE> 2
This amendment no. 3 to issuer tender offer statement on Schedule TO
relates to an offer by United Parcel Service, Inc., a Delaware corporation (the
"Company"), 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 the Company'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.
The offer expired at 12:00 midnight, New York City time, on March 3,
2000 and has not been extended. Based on the final count by First Union, the
depositary for the offer, 68,312,335 shares were validly tendered and not
withdrawn pursuant to the offer. This represents approximately 67.7% of the
shares eligible for tender. Under the terms of the offer, the Company accepted
all 68,312,335 shares for payment.
On March 6, 2000 the Company issued a press release announcing
expiration of the offer and final results of the offer. A copy of the press
release issued by the Company on March 6, 2000 is attached hereto as
Exhibit (a)(5)(v).
ITEM 12. EXHIBITS.
Item 12 hereby is amended and restated as follows:
(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.
(a)(5)(iii)-- English language translation of French language summary
of Offer to Purchase for Shareowners in Quebec, Canada,
dated February 22, 2000.
(a)(5)(iv) -- Belgian Addendum to US Offer to Purchase, dated
February 22, 2000.
*(a)(5)(v) -- Press release issued by UPS on March 6, 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.
* Filed herewith.
<PAGE> 3
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
-------------------------------
Joseph R. Moderow
Senior Vice President and
Secretary
Dated: March 6, 2000
<PAGE> 1
FOR IMMEDIATE RELEASE Contact: Norman Black, Public Relations
404-828-7593
Kurt Kuehn, Investor Relations
404-828-6977
UPS ANNOUNCES RESULTS
OF CLASS A-1 TENDER OFFER
ATLANTA, March 6, 2000 - UPS (NYSE: UPS) today announced the results of
its tender offer to purchase shares of its Class A-1 common stock.
Final confirmation by First Union National Bank, the depositary for
the offer, shows 68,312,335 shares of Class A-1 common stock have been validly
tendered and not withdrawn, all of which UPS has accepted for payment. First
Union expects to begin distributions to tendering shareowners during the week
of March 13, 2000.
Pursuant to the terms of the tender offer, each Class A-1 shareowner
could tender up to 27% of his or her Class A-1 stock (to a grand total of
100,893,277 shares) at $60 per share. The tender offer expired at 12:00
midnight, Eastern Standard Time, on Friday, March 3, 2000.
The purchase of the shares in the tender offer is being funded with
the $5.27 billion net proceeds of UPS's Initial Public Offering.
"The fact that approximately one-third of the eligible Class A-1
shares were not tendered demonstrates that UPS employees, retirees and founding
families apparently have great confidence in the company's long-term
prospects," said UPS Chairman & CEO Jim Kelly.
To the extent that IPO proceeds were not used in the tender offer,
they will be available for purchases of UPS shares in the future.
UPS is the world's largest express carrier and largest package
delivery company, serving more than 200 countries and territories around the
world. Headquartered in Atlanta, GA., the company's Web site is located at
http://www.ups.com.
###
Except for historical information contained herein, the statements
made in this release constitute forward-looking statements. Such
forward-looking statements involve certain risks and uncertainties, including
statements regarding the intent, belief or current expectations of UPS and its
management regarding the company's strategic directions, prospects and future
results. Many factors may cause actual results to differ materially from those
contained in the forward-looking statements, including our competitive
environment, economic and other conditions in the markets in which we operate,
strikes, work stoppages and slowdowns, governmental regulations, increases in
aviation and motor fuel prices, cyclical and seasonal fluctuations in our
operating results and other risk factors listed from time to time in UPS's
reports filed with the Securities and Exchange Commission, including those
risks detailed in the company's Prospectus, dated Nov. 9, 1999, under the
caption "Risk Factors," which discussions are incorporated herein by reference.
