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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
REGISTRATION NO. 33-80728
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OVERSEAS PARTNERS LTD.
(Exact name of registrant as specified in its charter)
ISLANDS OF BERMUDA
(State or other jurisdiction of incorporation or organization)
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NOT APPLICABLE
(I.R.S. Employer Identification No.)
CRAIG APPIN HOUSE, WESLEY STREET, HAMILTON 5, BERMUDA
TEL. NO. (441) 295-0788
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JEFFREY L. SCHULTE, ESQUIRE
SCHNADER HARRISON SEGAL & LEWIS
SUITE 2800
ONE PEACHTREE CENTER
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-3252
(404) 215-8107
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
THOMAS E. BUTLER, ESQUIRE, VICE PRESIDENT
CRAIG APPIN HOUSE, WESLEY STREET, HAMILTON 5, BERMUDA
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED DISTRIBUTION: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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If any of the securities being registered on this Form are due to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities act registration number of the earlier effective
registration statement for the same offering. / /
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The registrant hereby undertakes to amend this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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OVERSEAS PARTNERS LTD.
SHARES OF CAPITAL STOCK
CROSS REFERENCE SHEET SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF THE FORM S-3
<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM AND HEADING CAPTION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Facing Page of Registration Statement,
Cover Page of Prospectus; OFFERING BY
UNITED PARCEL SERVICE OF AMERICA, INC.
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ AVAILABLE INFORMATION; INCORPORATION OF
CERTAIN UPS AND OVERSEAS DOCUMENTS BY
REFERENCE; PERIODIC REPORTS; and
Half-Back of Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges
(a),(c),(d).............................. Not Applicable
(b)...................................... THE COMPANIES
4. Use of Proceeds............................ THE OFFERING
5. Determination of Offering Price............ THE OFFERING; DESCRIPTION OF UPS COMMON
STOCK; DESCRIPTION OF OVERSEAS CAPITAL
STOCK
6. Dilution................................... Not Applicable
7. Selling Security Holders................... OFFERING BY UNITED PARCEL SERVICE OF
AMERICA, INC.; THE OFFERING
8. Plan of Distribution....................... OFFERING BY UNITED PARCEL SERVICE OF
AMERICA, INC.; THE OFFERING
9. Description of Securities to be
Registered............................... DESCRIPTION OF OVERSEAS CAPITAL STOCK
10. Interest of Named Experts and Counsel...... LEGAL MATTERS CONCERNING THE OVERSEAS
SHARES
11. Material Changes........................... Not Applicable
12. Incorporation of Certain Information by
Reference................................ INCORPORATION OF CERTAIN UPS AND OVERSEAS
DOCUMENTS BY REFERENCE
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Not Applicable
</TABLE>
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PROSPECTUS
[UPS LOGO] Offering by
<R/>
UNITED PARCEL SERVICE OF AMERICA, INC.
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This Prospectus relates to a continuing offer subject to the terms herein
(the "Offering"), by United Parcel Service of America, Inc. ("UPS") to sell (i)
to eligible UPS managers, supervisors, certain other individuals as determined
from time to time by UPS, in its sole discretion and trustees and custodians of
self-directed individual retirement accounts of such persons, shares of the
common stock of UPS, par value $.10 per share ("UPS Common Stock"), and shares
of the capital stock of Overseas Partners Ltd. ("Overseas"), par value $.10 per
share ("Overseas Capital Stock") in units composed of one UPS share and
one-fourth of an Overseas share ("Units"), and (ii) to participants in any of
UPS's stock option plans, which currently consist of the 1991 Stock Option Plan,
as amended and restated (the "1991 Plan") and the 1996 Stock Option Plan (the
"1996 Plan") (the "Stock Option Plans") shares of Overseas Capital Stock. No
fractional Units or fractional Overseas shares are being offered, or will be
sold, hereby. See "THE OFFERING -- How to Subscribe to Units;" and "THE
OFFERING -- How to Subscribe to Overseas Capital Stock."
The Offering commenced in 1994 and will continue for an indefinite period,
subject to the right of UPS to withdraw it at any time. See "THE
OFFERING -- Term of the Offering." All UPS and Overseas shares being offered are
shares which UPS has purchased, or anticipates being able to purchase, from
shareowners of UPS and Overseas and are being offered for the account of UPS.
See "THE OFFERING -- Reasons for the Offering."
The offering price of each Unit will equal the sum of the current price of
a UPS share plus one-fourth of the current price of an Overseas share at the
time a subscription for Units is accepted by UPS (the "Unit Price"). The Unit
Price will change from time to time, to reflect any change in the current price
of either shares of UPS Common Stock or shares of Overseas Capital Stock. The
offering price of each share of Overseas Capital Stock purchased separately will
equal the current price of an Overseas share at the time a subscription for
separate shares of Overseas Capital Stock is accepted by UPS. As used in this
Prospectus, the current price of a share of UPS Common Stock at any time means
the price at which the Board of Directors of UPS has most recently authorized
UPS to purchase UPS shares from shareowners, and the current price of a share of
Overseas Capital Stock at any time means the book value per share of Overseas
Capital Stock as determined from Overseas' most recent audited balance sheet as
reported in Overseas' most recently published Annual Report mailed to its
shareowners or otherwise generally made available to Overseas' shareowners
(referred to herein as the "Current Price" of UPS Common Stock and Overseas
Capital Stock, as applicable). The Current Price of UPS shares is reviewed, and
may be changed, by the Board of Directors at meetings held in each calendar
quarter. The Current Price of UPS shares is communicated in letters by UPS to
its shareowners following each quarterly meeting of the Board, and the book
value of Overseas shares generally is communicated to Overseas shareowners in a
letter issued in January. Offerees who wish to purchase Units and Overseas
Capital Stock, if eligible, at any time should refer to these sources to
determine the Current Prices when they subscribe to Units. See "THE
OFFERING -- How to Calculate the Unit Price;" and "THE OFFERING -- How to
Calculate the Price of Overseas Capital Stock."
All UPS shares offered pursuant to this Prospectus will be acquired by the
purchaser for deposit under the UPS Managers Stock Trust, as amended and
restated (the "Stock Trust"). UPS will have the right to repurchase both the UPS
and the Overseas shares being offered following the purchaser's death,
retirement or other termination of employment with UPS, or an attempted sale or
transfer for value of the shares. See "THE OFFERING -- Rights of UPS to
Repurchase UPS and Overseas Shares Sold in the Offering."
A subscriber may elect to pay the aggregate Unit Price of the Units, in
integral multiples of four Units, to which he or she has subscribed by check or
money order or by authorizing UPS to deduct a fixed dollar amount from future
salary payments. An eligible manager, supervisor, or certain other eligible
individuals as
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determined from time to time by UPS, in its sole discretion, may subscribe, or
direct a trustee or custodian of his/her self-directed individual retirement
account to subscribe, to the purchase of not less than 20 nor more than 10,000
Units annually, in integral multiples of four Units, by delivering to UPS a
fully executed Cash Subscription Agreement in the form accompanying this
Prospectus (the "Cash Subscription Agreement"), together with a check or money
order for the aggregate Unit Price of the total number of Units subscribed to at
the date of transmittal of the request. Subject to certain legal restrictions in
some states, an eligible manager or supervisor who authorizes the UPS subsidiary
employing him or her to deduct the Unit Price from his/her salary payments, may,
at any time, subscribe to Units by delivering to UPS an appropriately completed
and fully executed Subscription Agreement and Payroll Deduction Authorization in
the form accompanying this Prospectus. Subscriptions for purchases of Units by
means of deductions from future salary payments are subject to certain minimums
and must be for an integral multiple of four Units, with a minimum annual
purchase of four Units. See "THE OFFERING -- How to Subscribe to Units." A
subscriber may pay the subscription price for the Overseas Capital Stock
subscribed to separately only by check or money order. See "THE OFFERING -- How
to Subscribe to Shares of Overseas Capital Stock." An eligible individual may
subscribe, during a specified period, to purchase a limited number of shares of
Overseas Capital Stock based upon the number of shares of UPS Common Stock
received upon exercise of his/her options as described further herein. See "THE
OFFERING -- How to Subscribe to Shares of Overseas Capital Stock." All
subscriptions will be subject to the terms and conditions discussed herein and
no subscription will become binding upon UPS until it has been accepted by UPS.
See "THE OFFERING -- Acceptance of Subscriptions by UPS." All sales will be made
at the Unit Price and the Current Price of Overseas Capital Stock at the time of
acceptance. See "THE OFFERING -- Effects of Changes in Current Prices or
Dividends on Unaccepted Subscriptions." For further information concerning
prices, subscriptions and their acceptance or rejection, see the following
subsections of "THE OFFERING" herein: "Provisions of the Subscription Agreements
for Units;" "Provisions of the Overseas Subscription Agreement;" "Normal
Processing and Acceptance of Subscriptions;" "Delayed Acceptance of
Subscriptions;" and "Rejection of Subscriptions."
The Offering of Units is being made to UPS managers and supervisors, who
have received or will receive awards under the UPS Managers Incentive Plan for
distribution in the calendar year in which a subscription for Units is received
by UPS, and who, at the date their respective subscriptions are accepted, are
actively employed as UPS managers or supervisors and beneficially own Common
Stock of UPS and Capital Stock of Overseas. The Offering of Units is also being
made to certain other eligible individuals as determined from time to time by
UPS, in its sole discretion. The Offering of shares of Overseas Capital Stock is
being made to participants in the Stock Option Plans who have exercised options
to acquire UPS Common Stock in the calendar year in which the subscription for
Overseas Capital Stock is received by UPS. See "THE OFFERING -- Eligibility to
Subscribe to Units;" and "Eligibility to Subscribe to Shares of Overseas Capital
Stock." UPS may limit aggregate subscriptions by any eligible participant to
certain maximums described herein in any calendar year, and it generally
anticipates imposing those limitations.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES OR
INSURANCE COMMISSION OF ANY STATE OR OTHER JURISDICTION NOR HAS ANY
SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
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United Parcel Service of America, Inc.
June , 1996
Overseas Partners Ltd.
June , 1996
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AVAILABLE INFORMATION
UPS and Overseas are each subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
file reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference room of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, New York,
New York 10048, and at the Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of such material can also be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates.
INCORPORATION OF CERTAIN UPS AND OVERSEAS DOCUMENTS BY REFERENCE
The following documents filed by UPS with the Commission are incorporated
herein by reference:
(1) The Annual Report on Form 10-K of UPS for the year ended December
31, 1995;
(2) The Description of Securities contained in Item 14 of the Form 10
of UPS dated April 1970, as updated by Item 5 of the Form 10-K of UPS for
the year ended December 31, 1995;
(3) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, and all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by UPS since the end of the year covered by its Annual Report
referred to in (1) above.
The following documents filed by Overseas with the Commission are
incorporated herein by reference:
(1) The Annual Report on Form 10-K of Overseas for the year ended
December 31, 1995;
(2) The Description of Securities contained in Item 11 of the Form 10
of Overseas dated January 31, 1984, as amended and restated by the Form 8
of Overseas dated April 18, 1984 and as updated by Item 5 of the Form 10-K
for the year ended December 31, 1995;
(3) The Quarterly Reports on Form 10-Q for the quarter ended March 31,
1996 and all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by Overseas since the end of the year covered by its Annual
Report referred to in (1) above.
All documents filed by UPS and Overseas pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of UPS and Overseas shares shall, to
the extent required by law, be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
UPS and Overseas will each, upon written or oral request provide without
charge to any person to whom this Prospectus is delivered a copy of any and all
of the information relating to it which has been incorporated by reference in
this Prospectus, other than exhibits to such information if such exhibits are
not themselves incorporated by reference in such information. For UPS
information such request should be directed to: Secretary, United Parcel Service
of America, Inc., 55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404)
828-6000. For Overseas information, such request should be directed to:
Secretary, Overseas Partners Ltd., Craig Appin House, Wesley Street, Hamilton 5,
Bermuda, (441) 295-0788.
Overseas is a Bermuda corporation with offices in Hamilton, Bermuda, and
certain of its directors are residents of Bermuda. A substantial portion of
Overseas' assets and all or substantially all of the assets of these directors
are located outside the United States. Accordingly, it may be difficult for
shareowners of Overseas to effect service of process upon Overseas or such
persons within the United States and to enforce against them any judgments based
upon the civil liability provisions of the Securities Act of 1933 or the
Exchange Act (collectively, the "Federal securities laws") which may be obtained
in courts in the United States. Overseas has been advised by its counsel,
Conyers, Dill & Pearman of Hamilton, Bermuda, that there is substantial doubt
that courts in Bermuda would (i) enforce judgments based upon the civil
liability provisions of the Federal securities laws obtained from courts in the
United States against Overseas or any such directors or (ii) recognize actions
based upon such provisions against Overseas or any of such directors.
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THE COMPANIES
UPS
UPS, a Delaware corporation, through subsidiaries, provides specialized
transportation services primarily through the delivery of packages. Service is
offered throughout the United States and in more than 200 other countries and
territories throughout the world. In terms of revenue, UPS is the largest
package delivery company in the world.
With minor exceptions, UPS Common Stock has historically been owned by or
held for the benefit of persons actively employed by UPS or their families; or
by former employees, their estates or heirs; or by charitable foundations
established by UPS founders and their family members; or by other charitable
organizations which have acquired their stock by donations from such shareowners
or by UPS itself.
The Common Stock of UPS is not traded on a national securities exchange or
in the organized over-the-counter market. UPS has been the principal purchaser
of shares of UPS Common Stock through exercise of preferential and other rights
to purchase such shares and through offers to purchase shares from shareowners
as more fully described herein under "DESCRIPTION OF UPS COMMON STOCK," and "UPS
MANAGERS STOCK TRUST."
The executive offices of UPS are at 55 Glenlake Parkway, NE, Atlanta,
Georgia 30328, and its telephone number is (404) 828-6000.
OVERSEAS
Overseas and its wholly-owned subsidiaries are engaged in property,
casualty and life reinsurance and hotel and leasing operations. Its major source
of business is reinsuring shippers' insurance issued by United States-based
insurance companies covering loss or damage to shippers' packages carried by
subsidiaries of UPS. Overseas, through its United States-based leasing
subsidiary, is involved in hotel and leasing operations.
Overseas expects to continue to examine other areas of reinsurance and
other opportunities to expand its leasing operations. However, Overseas believes
that package reinsurance will continue to be a significant part of its business.
There can be no assurance that UPS or its subsidiaries will continue to utilize
the insurance arrangements for which Overseas provides reinsurance.
Overseas was incorporated under Bermuda law in 1983 as a wholly-owned
subsidiary of UPS. On December 31, 1983, ownership of Overseas was distributed
when UPS paid a special dividend to UPS shareowners of one share of Overseas
Capital Stock for each share of UPS Common Stock then outstanding, resulting in
the distribution of approximately 97% of the outstanding Capital Stock of
Overseas to owners of shares of UPS Common Stock. Overseas commenced business on
January 1, 1984.
Overseas Capital Stock is not traded on a securities exchange or in the
organized over-the-counter market. UPS has rights under Overseas' Bye-Laws to
purchase Overseas Capital Stock upon attempted sales and in certain other
circumstances, at a price no greater than the book value per share of Overseas
Capital Stock as reported in its most recently published Annual Report to
Shareowners or otherwise generally made available to Overseas' shareowners, as
more fully described herein under "DESCRIPTION OF OVERSEAS CAPITAL STOCK."
Overseas' address is Craig Appin House, Wesley Street, Hamilton 5, Bermuda,
and its telephone number is (441) 295-0788.
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PERIODIC REPORTS
UPS and Overseas each prepare and distribute an annual report containing
audited financial statements to their respective shareowners. UPS prepares and
distributes quarterly letters to its shareowners discussing developments in
UPS's business and earnings and informing shareowners of the Current Price of a
share of UPS Common Stock. Overseas prepares and distributes to its shareowners
quarterly reports containing financial data for the first three quarters of each
fiscal year. All currency amounts contained in the reports prepared by Overseas
are expressed in United States dollars.
POTENTIAL CONFLICT OF INTEREST
Certain directors of Overseas are also directors, officers or employees of
UPS and shareowners of both companies. In considering which risks related to
UPS's business to reinsure, or which leasing or other arrangements to enter into
with UPS, the directors of Overseas who are also directors, officers or
employees, and shareowners of UPS must consider the impact of their business
decisions on each of the two companies. Although prevailing market conditions
are among the factors considered by them in making such decisions, there can be
no assurance that transactions relating to the two companies will be on the most
favorable terms that could be obtained by either party in the open market.
Overseas does not have any formal conflict resolution procedures. Nevertheless,
in connection with the reinsurance by Overseas of risks related to the business
of shippers' reinsurance, Overseas does not believe that there is any basis to
question the rate charged by the primary insurers reinsured by Overseas, which
rates are competitive with those charged to shippers utilizing other carriers.
Additionally, in connection with major transactions in which UPS and Overseas
have been involved, primarily leasing transactions, Overseas has generally
obtained fairness or valuation opinions from one or more leading investment
banking firms or other organizations with significant expertise in the
evaluation of the interests involved.
THE OFFERING
The information below describes the terms of this Offering and discusses
the methods by which eligible participants may subscribe to the Units and to
shares of Overseas Capital Stock.
REASONS FOR THE OFFERING.
UPS believes that its success over the years has been derived in large
measure from its policy of seeking to maintain ownership of its Common Stock in
the hands of its active managers and supervisors. To further this objective, UPS
has long maintained the UPS Managers Incentive Plan (the "Incentive Plan"),
under which managers and supervisors have received annual incentive awards of
UPS Common Stock, and has more recently adopted the Stock Option Plans. It has
also provided other arrangements over the years that have enabled managers and
supervisors to purchase shares of UPS Common Stock. Recently, UPS has expanded
on this concept by offering its Common Stock to other personnel who have been
employed by UPS for at least one year.
UPS offers shares of Overseas Capital Stock to further its policy of
encouraging ownership of Overseas Capital Stock largely by UPS shareowners.
Since 1984 UPS has provided shares of UPS Common Stock and Overseas Capital
Stock to its active managers and supervisors under the Incentive Plan. Prior to
the effectiveness of a four-for-one stock split in the Common Stock of UPS in
1991, such shares were provided on a one-to-one basis under the Incentive Plan.
It is UPS's present intention to provide shares of UPS Common Stock and Overseas
Capital Stock under the Incentive Plan on a four-to-one basis.
In recent years, UPS has been able to purchase from several sources,
including through the exercise of its rights of purchase under the UPS Managers
Stock Trust and Overseas' Bye-Laws, more shares of UPS Common Stock and Overseas
Capital Stock than it requires for its corporate purposes. UPS anticipates that
this situation may continue in the future. Accordingly, since June 1986, UPS has
made shares of UPS Common Stock and Overseas Capital Stock available for
purchase by eligible managers and supervisors. In 1995, UPS began permitting
such persons to direct trustees and custodians of their self-directed individual
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retirement accounts to subscribe to shares in this Offering. Such shares are
available to participants in the Offering in Units consisting of one share of
UPS Common Stock and one-fourth of a share of Overseas Capital Stock under the
terms of this Offering.
Prior to the amendments to the 1991 Plan on May 15, 1992, it provided for
issuance of shares of UPS Common Stock and Overseas Capital Stock to
participants in that Plan upon repurchasing the Book Value Shares received upon
exercise of the options. Amendments to the 1991 Plan in 1992 eliminated the
concept of Book Value Shares and made the options issued under the Plans
exercisable solely for UPS Common Stock. In order to permit participants in the
1991 Plan to continue to acquire Overseas Capital Stock, UPS decided in 1993 to
allow such participants to purchase through the Offering, during a specified
period, a limited number of shares of Overseas Capital Stock based upon the
number of UPS shares received upon exercise of their options as described
further herein. See "How to Subscribe to Shares of Overseas Capital Stock."
However, no fractional shares of Overseas Common Stock will be sold hereunder.
Subscriptions may be adjusted, as provided herein, to prevent the sale of
fractional Overseas shares. See "How to Subscribe to Units;" and "How to
Subscribe to Overseas Capital Stock."
TERM OF THE OFFERING.
UPS expects to continue the Offering for an indefinite period, subject only
to continued availability of shares of UPS Common Stock and Overseas Capital
Stock in excess of the number of shares needed to meet anticipated corporate
needs, including awards under the Incentive and Stock Option Plans. While UPS's
long range needs for shares are difficult to predict and depend upon a number of
factors, including future growth in UPS's business and earnings and the level of
the Current Prices of UPS shares and Overseas shares in relation to earnings,
UPS plans to continue the Offering and will attempt to fill subscriptions on a
relatively prompt basis over the near term. However, no assurance can be given
that sufficient shares will be available to fill all subscriptions. See "Delayed
Acceptance of Subscriptions; Unavailability of Shares."
In the registration statements to which this Prospectus relates, there were
registered a total of 20,000,000 shares of UPS Common Stock and 6,500,000 shares
of Overseas Capital Stock, subject to adjustments to reflect stock splits, stock
dividends or similar events, for sale in the Offering. UPS considers the total
number of registered shares to be adequate to meet anticipated subscriptions for
shares for a period of two years from the original date of effectiveness of the
registration statements to which this Prospectus relates. UPS may seek to cause
additional shares to be registered for sale as the need arises in the future.
USE OF PROCEEDS FROM SALES BY UPS.
The funds derived from the sale of shares of UPS Common Stock and Overseas
Capital Stock offered hereby will be added to UPS's cash and used for the
general purposes of UPS's business. No portion of the proceeds will go to
Overseas.
Any gain or loss realized on the sale of shares of UPS Common Stock offered
hereby, represented by the difference between the prices paid by UPS for the
shares and the prices at which the shares are sold, will be treated as an
addition to or reduction of paid-in capital of UPS. Any such gain or loss on the
sale of shares of Overseas Capital Stock offered hereby will be treated as
earnings or losses by UPS.
ELIGIBILITY TO SUBSCRIBE TO UNITS.
The Offering of Units is made, subject to the terms discussed below, to UPS
managers and supervisors who have received awards under the Incentive Plan for
distribution in the calendar year in which the subscription is received by UPS,
and who, at the date their respective subscriptions are accepted by UPS, are
actively employed as UPS managers or supervisors and beneficially own shares of
both UPS Common Stock and Overseas Capital Stock ("eligible managers or
supervisors"). Eligible managers or supervisors may subscribe to Units only for
their own account and not for the account of any other person.
Further, subject to the terms discussed below, trustees and custodians of
self-directed individual retirement accounts (within the meaning of Section
408(a) of the Internal Revenue Code) of eligible
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managers or supervisors ("eligible fiduciaries") are permitted to subscribe to
Units. Such individual retirement accounts must provide that the eligible
fiduciaries may purchase and sell Units only upon the direction of the eligible
manager or supervisor to whom such account relates and the terms of such
individual retirement account must provide that the UPS Common Stock and
Overseas Capital Stock held by the account will not be commingled with other
property, including a common trust fund or common investment fund within the
meaning of Section 408(a)(5) of the Internal Revenue Code which holds other
individual retirement account assets or the assets of employee benefit plans
exempt from tax under Section 401(a) of the Internal Revenue Code. Eligible
fiduciaries of individual retirement accounts of eligible managers or
supervisors may subscribe to Units only for individual accounts of such
employees and only upon the direction of an eligible manager or supervisor. In
addition, an eligible manager or supervisor and his/her eligible fiduciary may
only subscribe to an annual aggregate maximum of 10,000 Units, which UPS may
impose. In addition, UPS reserves the right, in its sole discretion, to permit,
from time to time, other individuals, such as non-employee members of its Board
of Directors, to participate in this Offering upon the same terms as eligible
managers or supervisors hereunder.
HOW TO SUBSCRIBE TO UNITS.
An eligible manager or supervisor may subscribe to and pay for Units by
either a cash subscription or by a payroll deduction subscription. The election
to subscribe to Units by one of these methods is not exclusive and does not
preclude an eligible manager or supervisor from subscribing to additional Units
by the other method at any time, subject only to the annual aggregate purchase
limitation of 10,000 Units which UPS may impose. An eligible fiduciary may
subscribe to and pay for Units by cash subscription only.
Cash Subscription. An eligible manager or supervisor may subscribe, or
direct his/her eligible fiduciary to subscribe, to the purchase of not less than
20 nor more than 10,000 Units annually, in integral multiples of four Units, by
delivering to UPS a fully executed subscription agreement in the form
accompanying this Prospectus (the "Cash Subscription Agreement"), together with
a check or money order payable to "United Parcel Service of America, Inc." for
the aggregate Unit Price of the total Units subscribed to. For information
regarding the calculation of the Unit Price, see "How to Calculate the Unit
Price" below. In the case of a purchase by an eligible fiduciary, the eligible
fiduciary shall provide such additional information as UPS may require to
establish the eligible fiduciary's status as such, which may include information
regarding the establishment of the individual retirement account and the
eligible fiduciary's authority to act in accordance with the instructions of the
directing eligible manager or supervisor.
If an eligible manager or supervisor or eligible fiduciary submitting a
Cash Subscription Agreement seeks to purchase a number of Units not evenly
divisible by four, resulting in a subscription for a fractional number of shares
of Overseas Capital Stock UPS may, at its option, (i) reject the subscription in
full; (ii) notify the subscriber and allow him/her the opportunity to remit the
additional amount to equal the aggregate Unit Price of an integral multiple of
four Units; or (iii) fulfill the subscription for the purchase of the maximum
number of Units wholly divisible by four for which payment has been received,
and refund any excess monies to the subscriber. Currently, UPS intends to reject
subscriptions that are not for integral multiples of four Units.
Payroll Deduction Subscription. An eligible manager or supervisor, subject
to certain legal restrictions in some states, may also elect, pursuant to the
Payroll Deduction Stock Purchase Plan (the "Payroll Deduction Plan"), to pay the
Unit Price of Units subscribed to by means of deductions from such individual's
salary. The Payroll Deduction Plan is subject to the following pay period
minimums: $20 per pay period for eligible managers and supervisors who are paid
twice per month, and $40 per pay period for eligible managers and supervisors
who are paid monthly. Managers and supervisors who elect to participate in the
Payroll Deduction Plan may, at any time, elect to have a fixed dollar amount
deducted from their paychecks for the purpose of purchasing Units of UPS Common
Stock and Overseas Capital stock, during each Quarterly Purchase Period (as
defined below), on a continuing basis, by delivering to UPS an appropriately
completed and fully executed subscription agreement in the form accompanying
this Prospectus (the "Subscription Agreement and Payroll Deduction
Authorization"). The purchase of Units subscribed to pursuant to a Subscription
Agreement and Payroll Deduction Authorization which authorizes fixed dollar
amount deduc-
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<PAGE> 10
tions from every regular pay period will be effected quarterly. The dates on
which the purchases will be made for each quarterly period are as follows:
<TABLE>
<CAPTION>
PURCHASE
PERIOD DURING WHICH SALARY DEDUCTIONS MADE DATE
--------------------------------------------------------- ------------
<S> <C>
November - January....................................... February 15
February - April......................................... May 15
May - July............................................... August 15
August - October......................................... November 15
</TABLE>
If the date on which a purchase is to be effected is a Saturday, Sunday or
legal holiday, the purchase will be effected on the next succeeding business
day. The periods during which salary deductions are made are referred to herein
as "Quarterly Purchase Periods" and the dates on which purchases are effected
are referred to as "Quarterly Purchase Dates." An eligible manager or supervisor
who participates in the Payroll Deduction Plan will purchase the maximum number
of Units, in integral multiples of four Units only, determined by dividing the
sum of: (i) the total amount withheld during the current Quarterly Purchase
Period, plus (ii) any amounts withheld in prior Quarterly Purchase Periods but
not yet applied to the purchase of Units, by the current Unit Price. If the
aggregate amount withheld is not sufficient to purchase at least four Units, or
if it is greater than the aggregate Unit Price of an integral multiple of four
Units, such amount or such excess, as the case may be, will remain in the
eligible manager's or supervisor's account, without interest, and be used for
the purchase of Units on the next Quarterly Purchase Date, unless the subscriber
timely requests that such amounts be returned to him or her.
Eligible managers or supervisors who elect to participate in the Payroll
Deduction Plan may also subscribe to purchase Units, subject to an overall
annual limit (including the Units subscribed to by his/her fiduciary) of 10,000
Units that UPS may impose, the Unit Price of which will be paid through
deductions from such manager's or supervisor's "one-half month" salary payment,
if any, received in December of each year. If an eligible manager or supervisor
subscribing to Units, the Unit Price of which is to be paid through deductions
from the one-half month salary payment, designates an amount to be withheld
which will pay the subscription price of a number of Units not evenly divisible
by four, resulting in a subscription for a fractional number of Overseas shares,
the amount withheld shall be applied to pay the aggregate Unit Price of the
maximum number of Units for which funds have been withheld, in integral multiple
of four Units, and any surplus in the amount withheld over the amount necessary
for the purchase described herein shall be refunded to the subscriber, without
interest.
The purchase of Units to be paid for by deductions from the one-half month
salary payment will be effected on December 15, or, if such date is a Saturday,
Sunday or legal holiday, the next succeeding business day (the "December 15
Purchase Date"). Subscriptions for Units to be paid for through deductions from
the one-half month salary payment are not continuous and must be renewed
annually.
Notwithstanding the deduction of any amount from salary payments in respect
of a subscription to Units, a subscriber will not be the beneficial owner of any
shares of UPS Common Stock or Overseas Capital Stock offered hereby, and will
have no rights with respect to any such shares, until the subscription for such
shares has been accepted. See "Acceptance of Subscriptions by UPS."
The Subscription Agreement and Payroll Deduction Authorization authorizes
UPS to deduct from such manager's or supervisor's monthly or semi-monthly salary
payments and/or one-half month salary payment a fixed dollar amount subscribed
to, until such authorization is altered or revoked in writing. All amounts
deducted from salary payments will be paid to the account of UPS upon the
effectuation of the purchase of Units on the applicable Purchase Date. All
amounts which are deducted prior to the Purchase Date will be held with UPS's
general corporate funds pending the application of such funds to the purchase of
Units, without interest to the subscriber. In cases where an eligible manager or
supervisor terminates his/her employment during a Quarterly Purchase Period, he
or she will not have any shares purchased for his or her account on the next
Quarterly Purchase Date, and will instead receive a refund of all amounts
deducted and not applied to the purchase of Units, without interest,
approximately 15 days after the next Quarterly Purchase Date succeeding the
termination of employment.
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<PAGE> 11
UPS may limit aggregate subscriptions by any eligible manager or supervisor
and his/her eligible fiduciary to a maximum of 10,000 Units in any calendar
year, and it generally anticipates imposing the limitation.
PROVISIONS OF THE SUBSCRIPTION AGREEMENTS FOR UNITS.
Each eligible manager or supervisor or eligible fiduciary who wishes to
subscribe to Units must sign the appropriate subscription agreement in order to
evidence such subscriber's agreement to purchase Units, to facilitate
recordkeeping with respect to the Offering and to evidence such subscriber's
agreement to certain terms on which UPS's willingness to accept the subscription
is conditioned. Each of the subscription agreements, to which each subscriber is
referred and which each subscriber should read in full, includes the following:
1. An agreement that all UPS shares purchased by the subscriber will
be deposited in the Stock Trust and an authorization to UPS to deliver the
certificates for those shares to First Union National Bank, Philadelphia,
PA ("First Union") as Trustee of that trust. The purpose and effects of the
Stock Trust are described under "UPS MANAGERS STOCK TRUST" in this
Prospectus.
2. An authorization to UPS to deliver certificates for the Overseas
shares to First Union, as Custodian for the subscriber, in lieu of physical
delivery of the certificates to the subscriber.
3. An agreement granting UPS the right to purchase the Overseas shares
subscribed to following the retirement, death or other termination of the
employment of the subscriber with UPS. This agreement provides UPS with
purchase rights which are in addition to UPS's rights of purchase arising
out of the Bye-Laws of Overseas, all as described more fully herein under
"Rights of UPS to Repurchase UPS and Overseas Shares Sold in the Offering"
in this section of the Prospectus.
In addition, the Subscription Agreement and Payroll Deduction Authorization
includes a provision authorizing UPS to deduct a fixed amount from the
subscriber's monthly or semi-monthly salary payments during each Quarterly
Purchase Period or one-half month salary payment, to be used to pay the
aggregate Unit Price of the Units subscribed to in each quarter or from the
one-half month salary payment, as the case may be, and to pay such amount to
UPS' account in payment of the aggregate Unit Price of the Units subscribed to
for such Quarterly Purchase Period or from the one-half month salary payment.
Further, the Cash Subscription Agreement and the Subscription Agreement and
Payroll Deduction Authorization include provisions dealing with the possible
unavailability of shares. See "Delayed Acceptance of Subscriptions;
Unavailability of Shares."
HOW TO CALCULATE THE UNIT PRICE.
The Unit Price equals the sum of the Current Price of a UPS share and
one-fourth of the Current Price of an Overseas share at the time UPS accepts a
subscription. See "Acceptance of Subscriptions by UPS." The Unit Price will
change from time to time, to reflect changes in the Current Price of either UPS
shares or Overseas shares. Thus it will be necessary for each eligible manager
or supervisor and eligible fiduciary at the time he or she submits a Cash
Subscription Agreement to calculate the amount to be paid to UPS by determining
separately the Current Price of a share of UPS Common Stock and the Current
Price of a share of Overseas Capital Stock, multiplying by one-fourth the
Current Price of a share of Overseas Capital Stock, adding the product to the
Current Price of a share of UPS Common Stock and multiplying such sum by the
number of Units to which he or she has subscribed.
The Current Price of a share of UPS Common Stock at any time means the
price at which the Board of Directors of UPS has most recently authorized UPS to
purchase UPS shares from shareowners. The Current Price of UPS Common Stock is
reviewed, and may be changed, by the Board of Directors at meetings held in each
calendar quarter. In determining the prices at which UPS is willing to purchase
shares, the Board considers a variety of factors, including past and current
earnings, earnings estimates, the ratio of UPS Common Stock to debt of UPS,
other factors affecting the business and outlook of UPS and general economic
conditions, as well as opinions furnished from time to time by two firms of
investment counselors, each acting independently, as to the value of UPS shares.
The Board has not followed any predetermined formula. It has
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<PAGE> 12
considered a number of formulas commonly used in the evaluation of securities of
closely held and of publicly held companies, but its decisions have been based
primarily on the judgment of the Board of Directors as to the long-range
prospects of UPS rather than what the Board considers to be the short-term
trends relating to UPS or the values of securities generally. Thus, for example,
the Board has not given substantial weight to short-term variations in average
price-earnings ratios of publicly traded securities which at times have been
considerably higher, and at other times, considerably lower, than those for the
Company's securities. However, the Board's decision as to prices does take into
account factors affecting generally the market prices of publicly traded
securities, and prolonged changes in those prices could have an effect on the
prices established by UPS.
One factor in determining the prices at which securities trade in the
organized markets is that of supply and demand. When demand is high in relation
to the shares which investors seek to sell, prices tend to increase, while
prices tend to decrease when demand is low in relation to the shares being sold.
To date, the UPS Board of Directors has not given significant weight to
considerations of supply and demand in determining the price to be paid by UPS
for its shares. The Current Price thus reflects UPS's well-established tradition
of allowing the Board of Directors substantial discretion in establishing the
fair value of shares of UPS Common Stock. The Current Price of a UPS share can
be determined by referring to the letter (the "UPS Shareowners Letter") which
UPS has sent to its shareowners following the most recent quarterly meeting of
the UPS Board of Directors.
The Current Price of a share of Overseas Capital Stock at any time means
the book value per share of such stock, determined from Overseas' audited
balance sheet as reported in its most recently published Annual Report to
Shareowners and mailed to its shareowners or otherwise generally made available.
The Current Price of Overseas Capital Stock is subject to change each year with
the publication of Overseas' Annual Report to Shareowners for the preceding
year. The Current Price of an Overseas share can be determined by referring to
Overseas' audited financial statements contained in its most recently published
Annual Report to Shareowners or the letter setting forth the Current Price which
is generally sent to Overseas shareowners in January of each year. See "Effects
of Changes in Current Price or Dividends on Unaccepted Subscriptions."
ELIGIBILITY TO SUBSCRIBE TO SHARES OF OVERSEAS CAPITAL STOCK.
The Offering of shares of Overseas Capital Stock is made, subject to the
terms discussed below, to participants in the Stock Option Plans who have
exercised options for UPS Common Stock in the calendar year in which the
subscription is received by UPS ("eligible participants"). Eligible participants
may subscribe to shares of Overseas Common Stock only for their own account and
not for the account of any other person. The only way to subscribe to shares of
Overseas Common Stock is by cash subscriptions.
HOW TO SUBSCRIBE TO SHARES OF OVERSEAS CAPITAL STOCK.
In general an eligible participant may subscribe, during a specified
period, to purchase a number of shares of Overseas Capital Stock equal to
one-fourth of the number of Net Shares of UPS Common Stock (as defined below)
received upon exercise of options in the calendar year ("Option Exercise Year")
in which the Overseas subscription is received by UPS. If this calculation
results in a number of shares including a fractional share, the amount will be
rounded up to the next whole share. In the case of cash exercises of options,
Net Shares means the number of shares of UPS Common Stock received upon
exercise. In the case of exercises of options using previously owned shares, Net
Shares means the number of shares of UPS Common Stock received upon exercise of
options reduced by the number of shares of UPS Common Stock used to exercise the
options.
The subscription period for the shares of Overseas Capital Stock shall be
from May 15 to July 15 of an Option Exercise Year (the "Subscription Period").
UPS will notify eligible participants by letter of the maximum number of shares
of Overseas Capital Stock to which they may subscribe prior to May 15 of such
Option Exercise Year. A cash subscription agreement shall accompany each letter.
The eligible participant may, at any time during the Subscription Period,
subscribe to any number of shares of Overseas Capital Stock up to the maximum
amount stated in the letter by delivery to UPS of the fully executed
subscription agreement in the form accompanying this Prospectus (the "Overseas
Subscription Agreement"). The Current Price of the shares may be paid only in
cash, and thus, a bank cashier's or personal check or money order
10
<PAGE> 13
payable to "United Parcel Service of America, Inc." must accompany the Overseas
Subscription Agreement. No subscription for fractional shares will be accepted.
PROVISIONS OF THE OVERSEAS SUBSCRIPTION AGREEMENT.
An eligible participant who wishes to subscribe to separate shares of
Overseas Capital Stock must sign the appropriate subscription agreement in order
to evidence his/her agreement to purchase the shares, to facilitate
recordkeeping with respect to the Offering and to evidence his/her agreement to
certain terms on which UPS's willingness to accept his/her subscription is
conditioned. The Overseas Subscription Agreement, to which each subscriber is
referred and which each subscriber should read in full, includes the following:
1. An authorization to UPS to deliver certificates for the Overseas
shares to First Union, as Custodian for the subscriber, in lieu of physical
delivery of the certificates to the subscriber.
2. An agreement granting UPS the right to purchase the Overseas shares
subscribed to following the retirement, death or other termination of the
employment of the subscriber with UPS. This agreement provides UPS with
purchase rights which are in addition to UPS's rights of purchase arising
out of the Bye-Laws of Overseas, all as described more fully herein under
"Rights of UPS to Repurchase UPS and Overseas Shares Sold in the Offering"
in this section of the Prospectus.
HOW TO CALCULATE THE PRICE OF OVERSEAS CAPITAL STOCK.
The price of each share of Overseas Capital Stock equals the Current Price
of a share of Overseas Capital Stock at the time UPS accepts a subscription. See
"Acceptance of Subscriptions by UPS." The subscription price will change from
time to time, to reflect changes in the Current Price of Overseas Capital Stock.
The total subscription price will equal the product of the Current Price of a
share of Overseas Capital Stock multiplied by the number of shares.
For a description of the Current Price of a share of Overseas Capital Stock
see "How to Calculate the Unit Price."
ACCEPTANCE OF SUBSCRIPTIONS BY UPS.
No subscription for the purchase of Units or shares of Overseas Common
Stock will become binding upon UPS until it has been accepted by UPS. UPS
reserves the right, at its sole discretion, to accept or reject any subscription
in part or in its entirety. Additionally, UPS reserves the right, at its sole
discretion, to reject for any Quarterly Purchase Period, any quarterly
subscription to Units by not deducting the amounts authorized to be deducted for
that Quarterly Purchase Period from salary payments made during such period. UPS
also reserves the right to reject any quarterly subscription to Units after
deducting any portion of the aggregate Unit Price from an eligible manager's or
supervisor's salary payments by returning the amount so deducted, without
interest, to him/her. The rejection of a subscription for one or more Quarterly
Purchase Periods shall not affect the ability or right of UPS to accept or
reject such eligible manager's or supervisor's quarterly subscription for any
subsequent Quarterly Purchase Period.
UPS's acceptance of a cash subscription will take place at the mailing to
the subscriber of a notice of acceptance, confirming UPS's acceptance of the
subscription, and showing the number and Current Prices of the UPS and Overseas
shares sold to the subscriber ("Notice of Acceptance"). In the case of Payroll
Deduction Plan subscriptions, UPS's acceptance of a subscription will occur only
upon the recording of the purchase of the shares on its books, which will occur,
if at all, on the applicable Purchase Date. In the case of subscriptions for
shares of Overseas Capital Stock, UPS's acceptance will occur promptly after the
close of the Subscription Period of an Option Exercise Year. The purchaser will
be advised of the acceptance of his/her subscription by an account statement or
receipt from First Union, as Trustee under the Stock Trust and as Custodian for
shares of Overseas Capital Stock, indicating the number of shares of UPS Common
Stock and Overseas Capital Stock newly allocated to his/her account. The account
statement or receipt will be mailed to the purchaser as soon as practicable
after the Purchase Date.
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<PAGE> 14
UPS will not accept a subscription for the purchase of Units or Overseas
Capital Stock submitted on a cash subscription agreement until the subscriber's
check or money order has been collected. If any check or money order submitted
as payment cannot be collected, UPS may, in its discretion, return the
subscription documents or request the subscriber to forward cash or wire funds
in the amount of his/her payment. UPS will not accept a subscription for the
purchase of Units under the Payroll Deduction Plan submitted on a Subscription
Agreement and Payroll Deduction Authorization until the amounts deducted from
monthly or semi-monthly salary payments or the one-half month salary payment, as
the case may be, have been applied to the purchase of Units. Amounts deducted
from monthly and semi-monthly salary payments will be applied to the purchase of
Units on the Quarterly Purchase Dates set forth above. See "How to Subscribe to
Units." Amounts deducted from the one-half month salary payment will be applied
to the purchase of Units on the December 15 Purchase Date.
Notwithstanding the deduction of any amount from salary payments in respect
of a subscription to Units, a subscriber will not be the beneficial owner of any
UPS Common Stock or Overseas Capital Stock offered hereby, and will have no
rights with respect to any such shares, until the subscription for such shares
has been accepted.
NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
In the case of Units, the process of reviewing cash purchase subscriptions
to determine acceptability and mailing Notices of Acceptance as provided herein,
may normally require up to 15 days after UPS receives the subscription. Eligible
managers or supervisors and eligible fiduciaries whose cash purchase
subscriptions for Units are received less than 15 days prior to a change in the
Current Price of UPS Common Stock or Overseas Capital Stock may incur an
increase in the Unit Price or in the Current Price of the Overseas Capital Stock
to which they subscribe. Similarly, cash purchase subscriptions for Units
received within 15 days prior to the record date of a dividend on UPS or
Overseas shares may not be processed in time to enable the subscriber to receive
the dividend. For a description of the effect of a change in Current Price or a
declaration of dividends prior to the acceptance of cash subscriptions for
Overseas Capital Stock, see "Effects of Changes in Current Prices or Dividends
on Unaccepted Subscriptions."
The process of reviewing Payroll Deduction Plan subscriptions to determine
acceptability and arranging the deduction of the Unit Price and any adjustments
described herein from salary payments normally requires up to 30 days. A
Subscription Agreement and Payroll Deduction Authorization providing for the
quarterly subscription to Units will, if otherwise acceptable, be effected
beginning in the month following its receipt by UPS. Payroll Deduction Plan
subscriptions to Units to be paid for by deductions from the one-half month
salary payment, if otherwise acceptable, will be effected only if received by
UPS on or before November 15.
DELAYED ACCEPTANCE OF SUBSCRIPTIONS; UNAVAILABILITY OF SHARES.
From time to time, delays in the ability of UPS to accept subscriptions
within the normal processing period may arise from either (i) the concurrent
receipt of unexpectedly large numbers of subscriptions or (ii) occasional
circumstances under which UPS may not have sufficient numbers of UPS and
Overseas shares immediately available to fill subscriptions after taking into
account UPS's corporate needs for shares such as for awards under the Incentive
Plan, the fulfillment of UPS's obligations under the Stock Option Plans and the
satisfaction of subscriptions for Overseas Capital Stock under this Offering. In
the event that UPS determines, in its sole discretion, that there are not a
sufficient number of shares of UPS Common Stock and/or Overseas Capital Stock
available to satisfy all subscriptions for Units or shares of Overseas Capital
Stock which UPS has accepted or which it anticipates accepting in any period,
UPS will first fill subscriptions for Overseas Capital Stock with the Overseas
shares available as subscriptions for such shares are received. UPS will then
fill subscriptions for Units as such subscriptions are received, in accordance
with the election (as described below) of the subscriber included on his/her
subscription agreement.
Because the Units are sold on a basis of one share of UPS Common Stock to
one-fourth of a share of Overseas Capital Stock, subscribers of Units using Cash
Subscription Agreements will be given the choice to elect on the Cash
Subscription Agreement one of the following to be effective in the event that
UPS makes a
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<PAGE> 15
determination, as described above, that there are not enough shares to satisfy
such subscription: 1. To allow UPS to substitute for such unavailable UPS or
Overseas shares, as many available shares as possible equal to or less than the
value of the unavailable shares and return to the subscriber any amount, without
interest, of the subscription relating to any fractional amount of available
shares that would result from such substitution; 2. To allow UPS to fill his/her
subscription for Units with the available shares allocable to such Units and
return to the subscriber the amount, without interest, of the subscription
allocable to the unavailable shares; or 3. To require UPS to cancel his/her Cash
Subscription Agreement and return his/her check or money order, without
interest. For the same reasons stated above, subscribers to Units participating
in the Payroll Deduction Plan will be given the choice to elect on the
Subscription Agreement and Payroll Deduction Authorization one of the following:
1. To allow UPS to substitute for such unavailable UPS or Overseas shares, as
many available shares as possible, equal to or less than the value of the
unavailable shares; 2. To allow UPS to fill his/her subscription for Units with
the available shares allocable to such Units; or 3. To require UPS to suspend
the subscriber's participation in the Payroll Deduction Plan until such quarter
as there are sufficient Units available to satisfy his/her subscription. If no
election is made on a subscription agreement, UPS will reject the subscription
agreement as described below. If a participant in the Payroll Deduction Plan
makes one of the elections described above, any funds deducted from his or her
salary and not used to purchase Units or available shares will be held by UPS,
without interest, until the earlier of: (1) investment in Units or shares, as
described above, or (2) such subscriber requests in writing that such funds be
returned, without interest, to him or her.
Delays may also arise from circumstances relating to the acceptability of
an individual subscription. If a cash subscription is subsequently rejected or
withdrawn, the subscription price will be returned to the subscriber without
interest. If a Payroll Deduction Plan subscription is ultimately rejected, the
amount of the subscription price actually deducted will be returned, without
interest, to the subscriber. If a Payroll Deduction Plan subscription is
withdrawn by the subscriber, any amount actually deducted from the subscriber's
salary payments will be applied to the purchase of Units on the applicable
Purchase Date unless the subscriber timely requests the return of such amounts
in writing. In such event, the subscriber will not be entitled to any interest
payments on the amount deducted or returned. If the subscription is ultimately
accepted, the UPS and Overseas shares will be delivered to First Union as
Trustee under the Stock Trust and as Custodian for Overseas shares, as described
herein, but no interest will be paid on the subscription payment.
EFFECTS OF CHANGES IN CURRENT PRICES OR DIVIDENDS ON UNACCEPTED SUBSCRIPTIONS.
Units. Units will be sold at the Unit Price in effect when the
subscription is accepted by UPS. Subscribers who remitted payment with their
Cash Subscription Agreement and whose subscriptions have not been accepted by
UPS at the time of an increase in the Current Price of either UPS Common Stock
or Overseas Capital Stock will be notified of the increase, and the individual
subscriber may then choose either (i) to withdraw his/her subscription, (ii) to
pay UPS the additional amount needed to pay the higher Unit Price of the Units
or (iii) to reduce to not less than 20 the number of Units subject to the
subscription. If the Current Price of the UPS or Overseas shares in a Unit
decreases at any such time, UPS will give notice to subscribers of this fact and
afford them the opportunity to withdraw their subscription or either to seek a
refund of the amounts not needed to pay the aggregate Unit Price of the Units
subscribed to or to increase the number of Units which the subscriber desires to
purchase.
The Quarterly Purchase Dates have been set with the expectation that they
will occur in the same month as, and prior to, the quarterly meeting of UPS's
Board of Directors at which a change in price of UPS Common Stock is considered
by the Board. It is likely that the Current Price of UPS Common Stock on the
first day of a Quarterly Purchase Period will differ from the Current Price in
effect on the related Quarterly Purchase Date. The Current Price of a share of
Overseas Capital Stock generally changes only in early January of each year when
Overseas announces the audited book value per share as determined as of December
31 of the preceding year. Because any increase or decrease in the Current Price
of a share of Overseas Capital Stock is likely to occur before the February 15
Quarterly Purchase Date, the Price of all Units to which an eligible manager or
supervisor has subscribed in the November through January Quarterly Purchase
Period, including Units for which salary deductions were made prior to the
change, will be affected
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<PAGE> 16
by the change in the Current Price of Overseas Capital Stock. Accordingly, the
total price of Units subscribed to in such Quarterly Purchase Period will be
adjusted by the amount of the change in the Current Price of an Overseas share
multiplied by the number of shares of Overseas Capital Stock included in the
Units subscribed to. In the event that a change in the Current Price of a share
of UPS Common Stock or Overseas Capital Stock occurs between the first day of a
Quarterly Purchase Period and the related Quarterly Purchase Date, other than as
described above, similar adjustments will be made. UPS will apply the amount
scheduled to be deducted from salary payments during such Quarterly Purchase
Period to the purchase of the maximum number of Units, in integral multiples of
four Units, which such amount will purchase as of the Quarterly Purchase Date.
The excess of the amount deducted over the aggregate Unit Price of the Units
purchased will be applied to the aggregate Unit Price of Units to be purchased
on the next Quarterly Purchase Date.
Subscribers will not be entitled to receive, and no adjustment will be made
on account of any cash or stock dividend made payable to shareowners of record
on a date preceding acceptance of subscriptions (including where subscriptions
are accepted on a Purchase Date). In the event of a distribution characterized
by the Board of Directors of UPS or Overseas, as the case may be, as a stock
split prior to acceptance of subscriptions which have been received, the price
and number of shares subject to the subscription will be adjusted
proportionately.
Overseas Capital Stock. Overseas Capital Stock will be sold at the Current
Price in effect when the subscription is accepted by UPS. Subscribers who
remitted payment with their Overseas Subscription Agreement and whose
subscriptions have not been accepted by UPS at the time of an increase in the
Current Price of the Overseas Capital Stock will be notified of the increase,
and the individual subscriber may then choose either: (i) to withdraw his/her
subscription, (ii) to pay UPS the additional amount needed to pay the higher
subscription price or (iii) to reduce his/her subscription.
Subscribers will not be entitled to receive, and no adjustments will be
made on account of any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions. In the event of a
distribution characterized by the Board of Directors of Overseas as a stock
split prior to acceptance of subscriptions which have been received, the price
and number of shares subject to the subscription will be adjusted
proportionately.
REJECTION OF SUBSCRIPTIONS.
UPS retains the exclusive right to accept or reject any subscription until
the subscription has been accepted. Since the primary purpose of the Offering is
to enhance the ownership relationship of managers and supervisors with UPS,
events such as changes in a subscriber's employment status with the Company or
the personal financial circumstances of the subscriber or conditions or
activities which suggest that the subscriber is seeking to purchase shares with
a view to short-term speculation rather than investment may result in rejection.
Similarly, changes in applicable federal or local law or regulation which make
it impracticable to continue the Offering generally or in particular areas may
require the rejection of subscriptions or suspension of solicitations. These
examples are intended to illustrate reasons why UPS must reserve the right to
reject any subscription or group of subscriptions and are not intended to limit
the discretion of UPS to reject any subscription. In addition, UPS expects that
it will reject subscriptions which fail to comply with the terms of the Offering
as described in this Prospectus and in the applicable subscription agreement,
although it may alternatively, from time to time, provide a subscriber with the
opportunity to conform to the subscription agreement before doing so. Upon the
rejection of subscriptions, UPS will refund to the subscriber, without interest,
any monies paid by, or deducted from the salary of, such subscriber on account
of his/her subscription.
UPS additionally reserves the right to reject any Payroll Deduction Plan
subscription in whole or in part. UPS in its sole discretion may also reject for
one or more Quarterly Purchase Periods, any quarterly subscription to Units by
not deducting the amount authorized for deduction by a subscriber for that
Quarterly Purchase Period from salary payments. UPS may also reject any
quarterly subscription to Units after making deductions from a subscriber's
salary payments by returning the amount deducted, without interest, to the
subscriber.
14
<PAGE> 17
WITHDRAWAL OF PAYROLL DEDUCTION PLAN SUBSCRIPTIONS; CHANGE IN THE AMOUNT TO BE
DEDUCTED.
An eligible manager or supervisor who has submitted a Subscription
Agreement and Payroll Deduction Authorization and subscribed to Units to be paid
for by means of deductions from salary payments may withdraw such subscription
at any time. In the case of quarterly subscriptions, a written notice of
withdrawal will be effective to prevent future deductions from monthly or
semi-monthly salary payments commencing with salary payments to be received in
the month following receipt of the notice by UPS. A written notice of withdrawal
will be effective to prevent a deduction from the one-half month salary payment
only if it is received before November 15. By virtue of a subscriber's agreeing
to participate in the Payroll Deduction Plan and to have UPS process the salary
deductions without charging the subscriber the cost of the related
administrative expenses, a subscriber will be deemed to have agreed that he or
she is entitled to withdraw such subscription and receive a refund of any amount
previously deducted from his/her salary payments in respect of such subscription
only if a written request is received before the first day of the month in which
the next Quarterly Purchase Date occurs in the case of quarterly subscriptions,
or November 15 in the case of subscriptions payable from the one-half month
salary payment. If any such request is not timely received, the subscriber will
purchase the maximum number of Units, in integral multiples of four Units, which
may be purchased with the amount deducted from his/her monthly or semi-monthly
salary payments during such Quarterly Purchase Period in the case of quarterly
subscriptions, or the amount scheduled to be deducted from such subscriber's
one-half month salary payment in the case of subscriptions payable from the
one-half month salary payment. No fractional Units or fractional shares of
Overseas Capital Stock will be sold. Any excess amount deducted will be returned
to the subscriber, without interest.
Subscribers may increase or decrease the amount to be deducted in each
Quarterly Purchase Period by submitting a new Subscription Agreement and Payroll
Deduction Authorization. The adjusted subscription and salary deductions will
become effective in the month following receipt of the form by UPS. A subscriber
who wishes to adjust the amount to be deducted from his/her one-half month
salary payment may do so by submitting a new Subscription Agreement and Payroll
Deduction Authorization which UPS must receive by November 15.
DELIVERY OF THE UPS AND OVERSEAS SHARES FOR THE ACCOUNT OF PURCHASERS UPON
ACCEPTANCE.
As soon as practicable after UPS has accepted a subscription, UPS will
deliver (i) to the Trustee of the Stock Trust, for the benefit of the
subscriber, the UPS shares subscribed to by the purchaser and (ii) to the
Custodian of the Overseas shares, for the benefit of the subscriber, the
Overseas shares subscribed to by the purchaser. A receipt for the UPS shares
will be sent to subscribers by First Union as Trustee under the Stock Trust, and
acknowledgements for the Overseas shares will be sent to subscribers by First
Union as Custodian for the Overseas shares.
The Overseas shares will be deposited with First Union as Custodian for
each subscriber. First Union will register the shares in its name and will sell
or otherwise dispose of the shares upon the subscriber's instruction and in
conformity with the restrictions contained in the subscription agreements. Any
cash dividends and other distributions which may be paid on the Overseas shares
will be promptly remitted by First Union, as Custodian, to the shareowner.
Owners of Overseas shares held by First Union receive periodic statements
of the number of shares of Overseas Capital Stock held for their account and of
dividends paid on those shares. Notice of any regular or special meeting of
shareowners of Overseas are forwarded to shareowners by First Union, which votes
the shares as directed by the shareowner or, on request, furnishes the
shareowner with its proxy thus permitting the shareowner to vote the shares of
Overseas stock held for him or her at the meeting.
Until instructions are received by First Union requesting that the
certificates for Overseas shares be delivered to a purchaser, First Union will
continue to hold such shares, as Custodian for the purchaser.
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<PAGE> 18
RIGHTS OF UPS TO REPURCHASE UPS AND OVERSEAS SHARES SOLD IN THE OFFERING.
The UPS Certificate of Incorporation provides UPS with the right to
purchase all or a portion of the shares of UPS Common Stock which a shareowner
seeks to sell or otherwise attempts to transfer for value to a third person at
the same price and upon the same terms as the shares are proposed to be sold to
the third person. See "DESCRIPTION OF UPS COMMON STOCK -- The UPS Right of
Preferential Purchase." In addition, all the UPS shares will be subject to UPS's
purchase rights under the Stock Trust. Under the Trust Agreement governing the
Stock Trust, UPS has certain rights to purchase shares subject to the Stock
Trust at their fair value (as defined in the Trust Agreement) following a trust
participant's death, retirement or other termination of employment with UPS and
when a trust participant seeks to withdraw shares held for his/her benefit under
the Stock Trust. For a more complete discussion of the Stock Trust, the UPS
rights of repurchase and the restrictions on transferability of shares subject
to the Stock Trust, see "UPS MANAGERS STOCK TRUST" herein.
Overseas' Bye-Laws provide UPS with the right to purchase all or a portion
of the shares of Overseas Capital Stock upon a proposed sale or other attempted
transfer for value of those shares, at a price equal to the lesser of the
defined book value of the shares proposed to be sold or the proposed sale price.
See "DESCRIPTION OF OVERSEAS CAPITAL STOCK -- UPS's Right of First Refusal." In
addition, subscribers, in the Subscription Agreement, will be required to afford
UPS the right to purchase the Overseas shares subscribed for following the
beneficial owners retirement, death or other termination of employment with UPS.
UPS may exercise this right to purchase all or a portion of the Overseas shares
of a former employee at any time within a period of three years following such
retirement, death or other termination (if the shareowner then owns less than
500 shares of Overseas Capital Stock) or in cumulative annual installments of up
to 10% per year of such shares during a period of thirteen years following such
termination (if the shareowner then owns 500 or more such shares). The purchase
price is the per share book value of Overseas Capital Stock as determined from
Overseas' audited balance sheet and reported in its most recently published
Annual Report to Shareowners preceding the date of purchase or otherwise
generally made available as of the date of such purchase to shareowners. A
legend describing this right of purchase may be placed on the certificates
representing the Overseas shares. Any transferee of Overseas shares will hold
those shares subject to this right of purchase by UPS.
CHANGE IN THE OFFERING; INTERPRETATION.
UPS reserves the right, in its sole discretion, to change any term or
condition of, or terminate in its entirety, this Offering at any time, or from
time to time. The interpretation of the terms and conditions of this Offering
shall be in the sole discretion of the Board of Directors of UPS, or any
committee of the Board of Directors to which the Board of Directors has
delegated such responsibility, and any such interpretation which may be made by
the Board of Directors or any such committee from time to time is final and
binding upon all offerees and subscribers in this Offering.
If, at any time or from time to time, there shall occur a change in the
nature of a share of UPS Common Stock or Overseas Capital Stock as a result of a
combination or reclassification of such shares, a subdivision of such shares
characterized by the Board of Directors of UPS or Overseas, as the case may be,
as a stock split or stock dividend, or other similar event, then, unless the
Board of Directors of UPS shall otherwise expressly determine, the number or
type of shares of UPS Common Stock or Overseas Capital Stock comprising a Unit
shall automatically be changed and adjusted to reflect such combination,
reclassification, subdivision or other event.
DESCRIPTION OF UPS COMMON STOCK
UPS is authorized to issue 900,000,000 shares of common stock, par value
$.10 per share ("Common Stock"), of which 570,000,000 are issued and outstanding
(including those shares held by UPS for distribution in connection with its
stock plans) on the date hereof. UPS is also authorized to issue 200,000,000
shares of preferred stock, without par value. At present, no shares of preferred
stock have been designated or are outstanding.
16
<PAGE> 19
Each share of UPS Common Stock is entitled to one vote in the election of
directors and other matters, except that, generally, any shareowner or
shareowners acting as a group (other than the Trust or any employee benefit
plan of UPS) who beneficially own more than 10 percent of the voting stock are
entitled to only one one-hundredth of a vote with respect to each vote in
excess of 10 percent of the voting power of the then outstanding voting stock.
Holders have no preemptive or other right to subscribe to additional shares.
In the event of liquidation or dissolution, they are entitled to share ratably
in the assets available after payment of all obligations. The shares sold
pursuant to this Offering are fully paid and nonassessable. The shares are not
redeemable by UPS except through UPS's exercise of the preferential right of
purchase mentioned below and, in the case of stock subject to the Stock Trust,
UPS's right of purchase in the circumstances described in "UPS MANAGERS STOCK
TRUST" herein.
THE UPS RIGHT OF PREFERENTIAL PURCHASE.
The UPS Certificate of Incorporation provides that no outstanding shares of
UPS capital stock entitled to vote generally in the election of directors may be
transferred, except by bona fide gift or inheritance, unless the shares shall
have been first offered, by written notice, for sale to UPS at the same price
and on the same terms upon which they are to be offered to the proposed
transferee. UPS has the option, within thirty days after receipt of the notice,
to acquire all or a portion of the shares upon the terms offered. If UPS fails
to exercise or waives the option, the shareowner may, within a period of twenty
days thereafter, sell to any other person all, but not part, of the shares which
were previously offered to UPS, for the price and on the terms described in the
offer. All transferees of shares hold their shares subject to the same
restriction. Shares previously offered but not transferred within the twenty-day
period remain subject to the initial restrictions. Shares may be pledged or
otherwise used as collateral security, but no transfer may be made upon a
foreclosure of the pledge unless the shares shall have first been offered to UPS
in the manner described above.
In addition, any shareowner who is an "affiliate" of UPS, as that term is
defined in Rule 144 under the Securities Act of 1933, could effect a public
resale of such participant's shares to a purchaser other than UPS only under the
applicable provisions of that rule or upon delivery of an effective prospectus
applicable to such a resale.
UPS MANAGERS STOCK TRUST
The Stock Trust is a method by which the individuals who manage and
supervise the affairs of UPS are provided with means of participating in the
stock ownership of UPS during their years of active service and by which their
stock is made available for those who will succeed them in the management of
UPS.
All shares in the Stock Trust are held by First Union, as Trustee, for the
benefit of the participants in the Stock Trust, subject to certain rights of
repurchase which the Trust Agreement gives up to UPS.
Participants in the Stock Trust are entitled to receive all dividends on
their shares of UPS Common Stock, except that stock dividends are added to the
shares held by the Trustee for the benefit of the individual participants.
Participants are also furnished with annual reports, proxy statements and other
communications of UPS to its shareowners. A participant may vote his/her shares
by directing the Trustee how to vote, or if a participant chooses to vote
personally, by directing the Trustee to deliver a proxy to him or her.
Any participant may request withdrawal of all or some of the shares held
for his/her benefit under the Stock Trust at any time, or from time to time. UPS
becomes entitled to purchase the shares at their fair market value, as defined,
within 60 days of receipt of the written request. The Stock Trust defines "fair
market value" as the fair market value of the shares at the time of sale, which
UPS historically has interpreted to mean the Current Price of the shares. The
Stock Trust provides that if there is a difference of opinion as to the value,
"fair market value" is considered the average price per share of all shares of
UPS Common Stock sold during the 12 months preceding the sale involved. For many
years, UPS has purchased all shares which employees have asked to have withdrawn
from the Stock Trust at the Current Price.
There is no assurance that UPS will at all times need or be able to
purchase shares which participants wish to sell. If UPS does not purchase the
shares that participants ask to withdraw, they would then be entitled
17
<PAGE> 20
to receive them, free and clear of the Stock Trust, after expiration of the 60
days and would be free to sell them subject to a continuing preferential
purchase right which UPS has with respect to all of its stock. See "DESCRIPTION
OF UPS COMMON STOCK -- The UPS Right of Preferential Purchase." There is no
charge to participants upon withdrawal of shares from the Stock Trust.
The Stock Trust provides that participants may, with the consent of UPS,
temporarily withdraw shares from the Trust to pledge them as security for loans
by executing with UPS a consent setting forth the terms and conditions of
withdrawal and delivering it to the Trustee. The Stock Trust also provides that
an attempted assignment or levy upon shares shall be treated as a request to
withdraw the shares from the Stock Trust. Further, consistent with prior
practices under the Stock Trust before it was amended and restated, a
participant may transfer shares of UPS Common Stock by gift or by will or the
laws of descent and distribution to family members, and, in certain limited
circumstances, donations of UPS Common Stock to others may be permitted with the
consent of UPS provided that the transferee of the participant (all such
transferees, collectively the "participant's transferees") agrees to the terms
of the Stock Trust.
The Trust Agreement gives UPS the right to purchase a participant's shares
at their fair market value, as defined, following a participant's death,
retirement or, termination of employment. However, if at least 1,000 shares are
held for the benefit of a participant and the participant's transferees under
the Stock Trust, UPS may purchase a cumulative annual amount of 10% of the 1,000
or more shares held for the benefit of a participant and participant
transferees, unless the owner requests withdrawal of shares from the Stock
Trust, whereupon UPS can purchase them within 60 days of the request.
Further, under trust agreements in use until July, 1995, which have not
subsequently been modified, if at least 500 shares are held for the benefit of a
participant under such trust agreements when active employment ceases, UPS can
purchase a cumulative annual amount of 10% of the 500 or more shares held for
the benefit of such participant for a period of 13 years after the cessation of
the participant's active employment, unless the participant requests withdrawal
of shares from the trust whereupon UPS can purchase these within 60 days of the
request. If UPS fails to purchase any shares held under such trust agreements
within 13 years after the cessation of the participant's active employment, the
participant has the right to withdraw them, free and clear of the Stock Trust
but subject to the preferential purchase right of UPS referred to above.
If less than 1,000 shares are held for the benefit of a participant and the
participant's transferees when active employment ceases, UPS may purchase all of
the shares beneficially owned by the participant and the participant's
transferees at any time, subject to the owner's right to request withdrawal and
the right of UPS to purchase the shares within the next 60 days.
In addition, under trust agreements in use until July 1995, which have not
subsequently been modified, if less than 500 shares are held for the benefit of
such participant when active employment ceases, UPS may purchase all of the
participant's shares at any time within the following three years, subject to
participant's right to request withdrawal and the right of UPS to purchase the
shares within the next 60 days.
The Stock Trust may be terminated by the vote of a majority of the shares
subject to the Stock Trust, with the prior written consent of UPS, or if the
Trustee should resign, by failure of a majority of participants or UPS to
designate a successor trustee. UPS has the right to remove the Trustee at any
time, with or without cause, and to appoint a successor Trustee. Upon
termination, the shares would be delivered to participants subject to UPS's
right to purchase such shares at fair value upon ninety (90) days' prior written
notice of intention to purchase. UPS may assign its purchase rights under the
Stock Trust to another party.
DESCRIPTION OF OVERSEAS CAPITAL STOCK
Overseas is authorized to issue 900,000,000 shares of Capital Stock, $.10
par value per share, of which 136,000,000 were issued and outstanding on the
date hereof. It is also authorized to issue 200,000,000 shares of Preference
Stock, par value $.10 per share. At present no such shares have been issued or
are outstanding nor are there any plans to issue any such shares.
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<PAGE> 21
Each share of Overseas Capital Stock is entitled to one vote in the
election of directors and other matters except that any "Substantial
Shareholder," as defined in Overseas' Bye-Laws, is entitled to only one-
hundredth of a vote with respect to each vote which is in excess of 10 percent
of Overseas' outstanding voting stock (as hereinafter defined). The term
Substantial Shareholder is defined to mean any shareholder, other than UPS or
any employee benefit plan of Overseas or UPS, who is the beneficial owner of
more than 10 percent of the voting power of the outstanding shares of Overseas
entitled to vote generally in the election of directors ("Voting Stock"). There
are no limitations imposed by foreign law, or by Overseas' Memorandum of
Association and Bye-Laws, or by any agreement or other instrument to which
Overseas is a party or to which it is subject, on the right of shareowners,
solely by reason of their citizenship or domicile, to vote Overseas Capital
Stock. Upon liquidation, Overseas' shareowners are entitled to share on a pro
rata basis in the assets of Overseas legally available for distribution to
shareowners.
First Union is the transfer agent and registrar for Overseas Capital Stock.
Its address is 123 South Broad Street, Philadelphia, PA 19109.
UPS'S RIGHT OF FIRST REFUSAL.
Overseas' Bye-Laws provide that no outstanding shares of Overseas Voting
Stock, including shares of Overseas Capital Stock, may be transferred, except by
bona fide gift or inheritance, unless such shares shall have first been offered,
by written notice, for sale to UPS at the lower of their book value or the price
at which they are to be offered to the proposed transferee and on the same terms
upon which they are to be offered to the proposed transferee. Notices of
proposed transfers must be sent to the Treasurer of UPS, must set forth the
number of shares proposed to be sold, the proposed price per share, the name and
address of the proposed transferee, the terms of the proposed sale and must
contain a statement by the proposed transferee that the information contained in
the notice is true and correct. UPS has the option, within 30 days after receipt
of the notice, to purchase all or a portion of such shares. If UPS fails to
exercise or waives the option, the shareowner may, within a period of 20 days
thereafter, sell to the proposed transferee all, but not part, of the shares
which were previously offered to UPS and not purchased by it pursuant to its
option, for the price and on the terms described in the notice. All transferees
of shares hold their shares subject to the same restrictions. Shares previously
offered to UPS but not transferred within the 20 day period remain subject to
the initial restrictions. Shares of Overseas Voting Stock may be pledged but
they may not be transferred upon foreclosure unless they have first been offered
to UPS in the manner described above.
In addition, any shareowner who is an "affiliate" of Overseas, as that term
is defined in Rule 144 under the Securities Act of 1933, could effect a public
resale of each participant's shares to a purchaser other than Overseas only
under the applicable provision of that rule or upon delivery of an effective
prospectus applicable to such a resale.
UPS'S RIGHT TO PURCHASE SHARES DISTRIBUTED AS INCENTIVE AWARDS AND SHARES
SUBSCRIBED TO IN THIS OFFERING.
UPS also has the right under Overseas' Bye-Laws to purchase shares of
Overseas Capital Stock, distributed as incentive awards (including awards under
the Incentive Plan) to employees of UPS and its subsidiaries following the
recipient's retirement, death or other termination of employment. UPS may
exercise this right to purchase all or a portion of such shares of a former
employee at any time within a period of three years following such termination
(if the shareowner owns less than 500 shares of UPS Capital Stock) or thirteen
years (if the shareowner owns 500 or more of such shares). The purchase price
will be the Current Price of the shares purchased at the time of purchase. Any
transferee of shares of such Overseas Capital Stock owned by recipients of the
incentive awards of Overseas shares will hold the same, including any Overseas
shares transferred, subject to this right of purchase by UPS.
Additionally, under Overseas' Bye-Laws and agreements with certain Overseas
shareowners, including the subscription agreements relating to this Offering,
UPS has other rights to purchase Overseas Capital Stock at its book value per
share under certain circumstances. The rights to purchase Overseas Capital Stock
afforded UPS by subscribers in this Offering are similar, but not identical, to
UPS's right to purchase Overseas shares distributed as incentive awards. See
"THE OFFERING -- Rights of UPS to Repurchase UPS and Overseas Shares Sold in
This Offering."
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<PAGE> 22
EXPERTS -- UPS
The financial statements incorporated in this Prospectus by reference from
UPS's Annual Report on Form 10-K for the year ended December 31, 1995, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
EXPERTS -- OVERSEAS
The financial statements incorporated in this Prospectus by reference from
Overseas' Annual Report on Form 10-K for the year ended December 31, 1995, have
been audited by Deloitte & Touche, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
LEGAL MATTERS CONCERNING THE UPS SHARES
The due issuance of the UPS shares being offered has been passed upon by
Messrs. Schnader, Harrison, Segal & Lewis, Philadelphia, Pennsylvania. William
H. Brown, III, a director of UPS, is a partner of Schnader, Harrison, Segal &
Lewis. As of May 13, 1996, Mr. Brown owned 24,500 shares of Common Stock of UPS.
LEGAL MATTERS CONCERNING THE OVERSEAS SHARES
The due issuance of the Overseas shares being distributed as described
herein has been passed upon by Conyers, Dill & Pearman of Hamilton, Bermuda.
Jeffrey L. Schulte, a partner of Schnader Harrison Segal & Lewis, has been
appointed as the duly authorized agent of Overseas in the United States for
service of process. His address is Suite 2800, 303 Peachtree Street, N.E.,
Atlanta, Georgia 30308-3252.
NOTICE TO RESIDENTS OF CALIFORNIA
The offering of securities pursuant to this Prospectus is not being
extended to California residents. However, UPS is willing to consider the waiver
of its rights of first refusal relating to shares of UPS Common Stock and
Overseas Capital Stock to enable managers and supervisors who are residents of
California and who seek to purchase shares of UPS Common Stock and Overseas
Capital Stock from shareowners who wish to sell such shares. Interested
employees should contact UPS Shareowner Relations.
NOTICE TO RESIDENTS OF INDIANA
The purchase of shares of Overseas Capital Stock may not be effected by
means of salary deductions in Indiana. Therefore, residents of Indiana who wish
to subscribe to Units and to participate in the Payroll Deduction Plan must
tender to UPS, by means of a check or money order, the purchase price of the
shares of Overseas Capital Stock subscribed to by the first day of the month in
which a Quarterly Purchase Date occurs, or by November 15 in the case of
subscriptions to be paid for out of the one-half month salary payment. If such
payment is not received in a timely fashion UPS reserves the right to reject a
subscription for Units in its entirety, in which case a subscriber will not be
entitled to purchase any securities, or to fulfill the subscription only for
shares of UPS Common Stock. Salary deductions for the purchase price of shares
of UPS Common Stock will be effected in the manner provided for deduction of the
Unit Price.
If an eligible manager or supervisor resident in Indiana subscribes to a
number of Units in any Quarterly Purchase Period or from the one-half month
salary payment which is not evenly divisible by four, resulting in a
subscription for a fractional number of shares of Overseas Capital Stock, then
UPS may, at its option, (i) reject the subscription in full; (ii) notify the
subscriber and allow him/her the opportunity to remit the additional amount to
yield an integral multiple of four Units; or (iii) fulfill the subscription for
the purchase of the number of Units for which payment has been received, and
refund any excess monies to the subscriber. Currently, UPS intends to reject
subscriptions that are for fractional amounts.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE DISTRIBUTION OF SHARES OF THE COMMON STOCK OF UPS AND THE CAPITAL STOCK
OF OVERSEAS DESCRIBED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY UPS OR OVERSEAS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION
OF UNITS OR OVERSEAS CAPITAL STOCK SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPS OR OVERSEAS
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION WITH RESPECT TO THE FOREGOING SHARES, OR ANY OTHER SECURITIES, OR
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE OR JURISDICTION INTO WHICH
NEITHER UPS NOR OVERSEAS IS QUALIFIED TO FORWARD SUCH SHARES OR AN OFFER OR
SOLICITATION WITH RESPECT THERETO TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
FORWARD THE SHARES IN SUCH STATE OR JURISDICTION.
---------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Available Information................................ 3
Incorporation of Certain UPS and Overseas Documents
by Reference....................................... 3
The Companies........................................ 4
UPS................................................ 4
Overseas........................................... 4
Periodic Reports..................................... 5
Potential Conflict of Interest....................... 5
The Offering......................................... 5
Reasons for the Offering........................... 5
Term of the Offering............................... 6
Use of Proceeds from Sales by UPS.................. 6
Eligibility to Subscribe to Units.................. 6
How to Subscribe to Units.......................... 7
Provisions of the Subscription Agreements for
Units............................................ 9
How to Calculate the Unit Price.................... 9
Eligibility to Subscribe to Shares of Overseas
Capital Stock.................................... 10
How to Subscribe to Shares of Overseas Capital
Stock............................................ 10
Provisions of the Overseas Subscription
Agreement........................................ 11
How to Calculate the Price of the Overseas Capital
Stock............................................ 11
Acceptance of Subscriptions by UPS................. 11
Normal Processing and Acceptance of
Subscriptions.................................... 12
Delayed Acceptance of Subscriptions; Unavailability
of Shares........................................ 12
Effects of Changes in Current Prices or Dividends
on Unaccepted Subscriptions...................... 13
Rejection of Subscriptions......................... 14
Withdrawal of Payroll Deduction Plan Subscriptions;
Change in the Amount to be Deducted.............. 15
Delivery of the UPS and Overseas Shares for the
Account of Purchasers upon Acceptance............ 15
Rights of UPS to Repurchase UPS and Overseas Shares
Sold in the Offering............................. 16
Change in the Offering; Interpretation............. 16
Description of UPS Common Stock...................... 16
The UPS Right of Preferential Purchase............. 17
UPS Managers Stock Trust............................. 17
Description of Overseas Capital Stock................ 18
UPS's Right of First Refusal....................... 19
UPS's Right to Purchase Shares Distributed as
Incentive Awards and Shares Subscribed to in This
Offering......................................... 19
Experts -- UPS....................................... 20
Experts -- Overseas.................................. 20
Legal Matters Concerning the UPS Shares.............. 20
Legal Matters Concerning the Overseas Shares......... 20
Notice to Residents of California.................... 20
Notice to Residents of Indiana....................... 20
</TABLE>
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- ---------------------------------------------------------
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[UPS LOGO]
SHARES OF
UNITED PARCEL SERVICE
OF AMERICA, INC.
COMMON STOCK
AND
SHARES OF
OVERSEAS PARTNERS
LTD.
CAPITAL STOCK
UNITED PARCEL SERVICE OF AMERICA, INC.
JUNE , 1996
OVERSEAS PARTNERS LTD.
JUNE , 1996
- ---------------------------------------------------------
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<PAGE> 24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee................................................................. $19,724.28
Transfer Agent's and Custodian Fees and Expenses................................. $ 3,200
Accounting....................................................................... $ 3,000
Printing......................................................................... $15,000
Legal............................................................................ $10,000
Miscellaneous.................................................................... $ 1,000
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Total.................................................................. $51,924.28
=========
</TABLE>
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* Previously paid by UPS, as selling shareowner.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bye-laws of OPL provide:
(1) The Directors, Secretary and other Officers for the time being of
the Company and the Liquidator or Trustees (if any) for the time being
acting in relation to any of the affairs of the Company and everyone of
them, and everyone of their heirs, executors, and administrators, shall be
indemnified and secured harmless out of the assets and profits of the
Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their or any of their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred or omitted in or about the execution of their duty, or
supposed duty, in their respective offices or trusts, except such (if any)
as they shall incur or sustain by or through their own willful neglect or
default respectively; and none of them shall be answerable for the acts,
receipts, neglects or defaults of the other or others of them or for
joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to the Company
shall or may be lodged or deposited for safe custody, or for insufficiency
or deficiency of any security upon which any moneys of or belonging to the
Company shall be placed out on or invested, or for any other loss,
misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, unless the same shall happen by
or through their own willful neglect or default respectively.
(2) Each Member agrees to waive any claim or right of action he might
have, whether individually or by or in the right of the Company, against
any Director on account of any action taken by such Director, or the
failure of such Director to take any action in the performance of his
duties with or for the Company provided, however, that such waiver shall
not apply to any claims or rights of action arising out of the gross
negligence, willful misconduct or fraud of such Directors or to recover any
gain, personal profit or advantage to which such Director is not legally
entitled.
ITEM 16. EXHIBITS.
The exhibits listed hereunder are filed as exhibits hereto.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------------------------------------- -----------------------------------------
<C> <S> <C>
4(a) Specimen Certificate of OPL Capital Stock Incorporated by Reference to Exhibit 3(a)
to Registration Statement No. 2-95460.
4(b) Agreement accepting restrictions on Incorporated by Reference to Exhibit 4(b)
transfer rights to purchase executed by to Registration Statement No. 2-95460.
recipients of shares.
4(c) Subscription Agreement -- Cash Purchase Filed herewith.
4(d) Subscription Agreement -- Eligible Filed herewith
Fiduciary
</TABLE>
II-1
<PAGE> 25
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------------------------------------- -----------------------------------------
<C> <S> <C>
4(e) Subscription Agreement and Payroll Filed herewith.
Deduction Authorization
4(f) Bye-laws, as amended to date Incorporated by Reference to Exhibit 3(c)
to Overseas' Form 10-K for the fiscal
year ended December 31, 1990.
4(g) Overseas Subscription Agreement Incorporated by Reference to Exhibit 4(h)
to Post-Effective Amendment No. 3 to
Registration Statement No. 33-5581.
5 Opinion of Conyers, Dill & Pearman Incorporated by Reference to Exhibit 5 to
Amendment No. 1 to Registration
Statement No. 33-80728.
23(a) Consent of Deloitte & Touche re: Overseas Filed herewith.
Partners Ltd.
23(b) Consent of Conyers, Dill & Pearman Included in Exhibit 5.
28 United Parcel Service of America, Inc. Incorporated by Reference to Exhibit
Custody Arrangements for Overseas 28(a) to Registration Statement No.
Partners Ltd. Capital Stock 2-95460.
</TABLE>
ITEM 17. UNDERTAKINGS.
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 of 1933;
(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;
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee" table in the effective registration statement.
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
II-2
<PAGE> 26
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by 17 C.F.R. sec.210.3-19 at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post effective amendment,
financial statements required pursuant to this Paragraph (1)(4) and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or 17 C.F.R. sec.210.3-19 if
such financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act that are incorporated by
reference in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Overseas
Partners Ltd. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Hamilton, Bermuda.
OVERSEAS PARTNERS LTD.
(Registrant)
Date: May 16, 1996 By: /s/ BRUCE M. BARONE
------------------------------------
Bruce M. Barone
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
(PRINCIPAL ACCOUNTING OFFICER
AND PRINCIPAL FINANCIAL OFFICER) AND
AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------- -------------
<C> <S> <C>
/s/ BRUCE M. BARONE President (Principal Executive May 16, 1996
- --------------------------------------------- Officer) and Director
Bruce M. Barone
/s/ ROBERT J. CLANIN Director May 16, 1996
- ---------------------------------------------
(Robert J. Clanin)
Director May 16, 1996
- ---------------------------------------------
(Cyril E. Rance)
Director May 16, 1996
- ---------------------------------------------
(Walter A. Scott)
/s/ JOSEPH M. PYNE Director May 16, 1996
- ---------------------------------------------
(Joseph M. Pyne)
/s/ EDWIN H. REITMAN Chairman of the Board and May 16, 1996
- --------------------------------------------- Director
(Edwin H. Reitman)
</TABLE>
II-4
<PAGE> 28
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING PAGE
- ------ ------------------------------------- ------------------------------------- ----
<C> <S> <C> <C>
4(a) Specimen Certificate of OPL Capital Incorporated by Reference to Exhibit
Stock 3(a) to Registration Statement
No. 2-95460........................
4(b) Agreement accepting restrictions on Incorporated by Reference to Exhibit
transfer rights to purchase 4(b) to Registration Statement
executed by recipients of shares. No. 2-95460........................
4(c) Subscription Agreement -- Cash Filed herewith.
Purchase
4(d) Subscription Agreement -- Eligible Filed herewith.
Fiduciary.
4(e) Subscription Agreement and Payroll Filed herewith.
Deduction Authorization
4(g) Bye-laws, as amended to date Incorporated by Reference to Exhibit
3(c) to Overseas' Form 10-K for the
fiscal year ended December 31,
1990...............................
4(h) Overseas Subscription Agreement Incorporated by Reference to Exhibit
4(h) to Post-Effective Amendment
No. 3 to Registration Statement No.
33-5581............................
5 Opinion of Conyers, Dill & Pearman Incorporated by Reference to Exhibit
5 to Amendment No. 1 to
Registration Statement No.
33-80728...........................
23(a) Consent of Deloitte & Touche re: Filed herewith.
Overseas Partners Ltd.
23(b) Consent of Conyers, Dill & Pearman Included in Exhibit 5................
28 United Parcel Service of America, Incorporated by Reference to Exhibit
Inc. Custody Arrangements for 28(a) to Registration Statement No.
Overseas Partners Ltd. Capital 2-95460............................
Stock
</TABLE>
<PAGE> 1
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
To subscribe to Units, complete, sign, date and forward one copy of this
Subscription Agreement with the enclosures set forth below to the District
Controller (for the district in which you are employed) to verify eligibility.
<TABLE>
<S> <C> <C>
United Parcel Service of America, Inc. / / Management -- Managers Stock Trust
c/o First Union National Bank CHECK ONE: / / Hourly Union -- Employees Stock
P.O. Box 41784 Trust
123 South Broad Street, Level B-1 / / Non-Union/Non-Management --
Philadelphia, PA 19101-1784 Employees Stock Trust
Telephone: (215) 985-8569
</TABLE>
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to (not less than 20 nor more than
10,000 Units together with Units subscribed to by a trustee or custodian of my
individual retirement account) Units, each consisting of 1 share of
United Parcel Service of America, Inc. ("UPS") Common Stock and 1/4 share of
Overseas Partners, Ltd. ("Overseas") Capital Stock, except as may be provided
below. If such number of Units is not evenly divisible by four, UPS may, at its
option, (i) reject this subscription in full; (ii) notify me and allow me to
remit such additional amount as necessary to equal the aggregate price of an
integral multiple of four Units; or (iii) fulfill this subscription for the
purchase of the maximum number of Units wholly divisible by four for which
payment has been received and refund any excess monies to me.
I enclose a check or money order payable to the order of "United Parcel
Service of America, Inc." in the amount of $ , which equals the product
of the number of Units subscribed to hereby multiplied by the sum of (i) the
Current Price of a UPS share (as determined from the most recent UPS Shareowners
Letter) and (ii) one-fourth of the Current Price of an Overseas share (i.e.
one-fourth of the Book Value of an Overseas Share as determined from Overseas'
most recently published Annual Report to Shareowners).
2. Election. In the event that UPS determines, in its sole discretion, that
there are not enough UPS or Overseas shares available to satisfy my subscription
for such shares contained in the Units, I hereby authorize UPS to do the
following: (please check one box)
/ / Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount I
have remitted, and return the remainder (without interest) to me
/ / Fulfill my subscription to the fullest extent possible with available
Units and return the subscription amount intended for the Units which are
currently unavailable (without interest).
/ / Cancel my Subscription Agreement and return to me all amounts remitted
herewith, without interest.
3. Authorizations and Delivery Instructions. I hereby authorize UPS, as my
agent, to do the following:
<TABLE>
<S> <C>
(a) to deliver the UPS shares to which I have subscribed (the "UPS Shares") to First Union National Bank ("First Union"),
as Trustee of the UPS Managers Stock Trust (as amended and restated), or the UPS Employees Stock Trust, as applicable
(in either case, the "Stock Trust"), to enable the Trustee to hold the UPS Shares in accordance with the Stock Trust;
and
(b) to deliver the Overseas shares to which I have subscribed (the "Overseas Shares") to First Union, as Custodian, to be
held for my benefit as more fully described in the Prospectus.
</TABLE>
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares. I hereby
grant to UPS the right to repurchase the Overseas Shares (and any shares of
Overseas Capital Stock issued as dividends on or in stock splits or
reclassifications of the Overseas Shares, and any other securities or property
delivered as distributions on the Overseas Shares, all of which are referred to
collectively as the "Resulting Securities") following my retirement, death or
other termination of employment with UPS or any of its subsidiaries. If I
beneficially own less than 500 shares of Overseas Capital Stock at the time of
my retirement, death or other termination of employment with UPS or any of its
subsidiaries, then UPS may exercise this right to repurchase all or a portion of
the Overseas Shares and any Resulting Securities at any time within a period of
three years following termination. If I beneficially own 500 or more shares of
Overseas Capital Stock at the time of my retirement, death or other termination
of employment, then for a period of thirteen years from such termination UPS may
exercise its right to repurchase a cumulative annual amount of ten percent of
the Overseas Shares and any Resulting Securities. The purchase price per share
to be paid by UPS upon the exercise of the foregoing right to purchase shall be
that provided in Bye-Law Number 40(13) of the Bye-Laws of Overseas. The rights
conferred hereunder shall be in addition to and not in limitation of UPS's
rights to repurchase shares of Overseas Capital Stock contained in the Bye-Laws
of Overseas. I understand that the foregoing rights of UPS are more fully
described in the Prospectus and I am familiar with such description therein.
I agree that any transferee of the Overseas Shares and any Resulting
Securities including, without limitation, purchasers, donees, heirs, legatees
and personal representatives and any subsequent transferee of those Shares and
Resulting Securities, will acquire and hold such Shares and Resulting Securities
subject to the rights of UPS described in the foregoing paragraph. In addition
to any other legend required by Overseas' Bye-Laws, UPS and Overseas shall have
the right to place a legend on certificates representing the Overseas Shares and
any Resulting Securities which describes UPS's right of repurchase under this
Subscription Agreement.
5. Further Provisions. I further acknowledge and agree that:
<TABLE>
<S> <C>
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS has the right, in its sole discretion, to accept or reject my subscription;
(c) My subscription will become binding upon UPS only upon acceptance by UPS;
(d) My rights with respect to refund of funds held by UPS pending delivery of shares, withdrawal or rejection of my
subscription are as set forth in the Prospectus, and will not include interest thereon;
(e) The Units to which I have subscribed will be sold to me at the Current Prices in effect at the time my subscription
is accepted by UPS, which may be greater or less than the Current Prices in effect at the date of this Agreement, and
my rights with respect to a change in the Price of Units are as set forth in the Prospectus;
(f) Upon acceptance by UPS, this Subscription Agreement shall be binding upon and inure to the benefit of my heirs,
executors, administrators, and personal representatives;
(g) I have read the Prospectus and I am familiar with its terms; and
(h) If I have not yet executed and delivered to UPS a UPS Managers Stock Trust Deposit Agreement or UPS Employees Stock
Trust Deposit Agreement ("Deposit Agreement"), I enclose herewith a properly executed Deposit Agreement, with respect
to the UPS shares included in this Subscription Agreement. I understand that if a Deposit Agreement is not on file on
my behalf my subscription will be rejected by UPS.
</TABLE>
- --------------------------------------------------------------------------------
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed.
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------- ----------------------
ACCOUNT NUMBER (SSN) REGION DISTRICT NEW ACCOUNT (Check if Yes) / /
/ /
- -------------------------------------------------- ----------------------- -------------------- --------------------------
LAST NAME FIRST NAME MIDDLE INITIAL BIRTHDATE
/ /
- --------------------------------------------------------------------------------- -------------------- -------------------------
STREET ADDRESS APT # EMPLOYMENT DATE
( )
- -------------------------------------- ----------------- --------------- ----------------- ----------------------------
CITY STATE ZIP CODE COUNTRY DAYTIME PHONE
/ /
- --------------------------------------- -------------------------------------------------
DATE PRINT NAME OF PERSON VERIFYING ELIGIBILITY
- --------------------------------------------------------------------------- -------------------------------------------------
1/96 EMPLOYEE SIGNATURE SIGNATURE OF PERSON VERIFYING ELIGIBILITY
</TABLE>
<PAGE> 1
To subscribe to Units, complete, sign, date and deliver one copy of this
Subscription Agreement and the enclosures set forth below to the District
Controller for the district in which you are employed.
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
(Eligible Fiduciaries)
<TABLE>
<S> <C> <C>
United Parcel Service of America, Inc. / / Management -- Managers Stock Trust
55 Glenlake Parkway, NE CHECK ONE: / / Hourly Union -- Employees Stock
Atlanta, GA 30328 Trust
Attn: SHAREOWNER RELATIONS / / Non-Union/Non-Management --
Employees Stock Trust
</TABLE>
Gentlemen:
1. Purchase of Shares. The undersigned hereby subscribes to (not less than 20
nor more than 10,000 Units together with the Units subscribed to by the employee
whose name and social security number is written below) Units on behalf
of the account of , each consisting of 1 share of United
Parcel Service of America, Inc. ("UPS") Common Stock and 1/4 share of Overseas
Partners, Ltd. ("Overseas") Capital Stock, except as may be provided below. If
such number of Units is not evenly divisible by four, UPS may, at its option,
(i) reject this subscription in full; (ii) notify the undersigned and allow the
undersigned to remit such additional amount as necessary to equal the aggregate
price of an integral multiple of four Units; or (iii) fulfill this subscription
for the purchase of the maximum number of Units wholly divisible by four for
which payment has been received and refund any excess monies to the undersigned.
The undersigned encloses a check or money order payable to the order of
"United Parcel Service of America, Inc." in the amount of $ , which
equals the product of the number of Units subscribed to hereby multiplied by the
sum of (i) the Current Price of a UPS share (as determined from the most recent
UPS Shareowners Letter) and (ii) one-fourth of the Current Price of an Overseas
share (i.e. one-fourth of the Book Value of an Overseas Share as determined from
Overseas' most recently published Annual Report to Shareowners).
2. Election. In the event that UPS determines, in its sole discretion, that
there are not enough UPS or Overseas shares available to satisfy my subscription
for such shares contained in the Units, the undersigned hereby authorizes UPS to
do the following: (check one box)
/ / Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount the
undersigned has remitted, and return the remainder (without interest) to
the undersigned
/ / Fulfill this subscription to the fullest extent possible with available
Units and return to the undersigned the subscription amount intended for
the Units which are currently unavailable (without interest).
/ / Cancel this Subscription Agreement and return to the undersigned all
amounts remitted herewith, without interest.
3. Authorizations and Delivery Instructions. I hereby authorize UPS, as agent
for the undersigned, to do the following:
<TABLE>
<S> <C>
(a) to deliver the UPS shares to which the undersigned has subscribed (the "UPS Shares") to First Union National Bank
("First Union"), as Trustee of the UPS Managers Stock Trust (as amended and restated), or the UPS Employees Stock
Trust, as applicable (in either case, the "Stock Trust"), to enable the Trustee to hold the UPS Shares in accordance
with the Stock Trust; and
(b) to deliver the Overseas shares to which the undersigned has subscribed (the "Overseas Shares") to First Union, as
Custodian, to be held as more fully described in the Prospectus.
</TABLE>
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares. The
undersigned hereby grants to UPS the right to repurchase the Overseas Shares
held for the benefit of the employee whose name and social security number is
written below (and any shares of Overseas Capital Stock issued as dividends on
or in stock splits or reclassifications of the Overseas Shares, and any other
securities or property delivered as distributions on the Overseas Shares, all of
which are referred to collectively as the "Resulting Securities") following the
retirement, death or other termination of employment of such employee with UPS
or any of its subsidiaries. If the undersigned is record owner of less than 500
shares of Overseas Capital Stock held for the benefit of the employee whose name
and social security number is written below at the time of the retirement, death
or other termination of employment of such employee with UPS or any of its
subsidiaries, then UPS may exercise this right to repurchase all or a portion of
the Overseas Shares and any Resulting Securities at any time within a period of
three years following termination. If the undersigned is record owner of 500 or
more shares of Overseas Capital Stock held for the benefit of the employee whose
name and social security number is written below at the time of the retirement,
death or other termination of employment of such employee, then for a period of
thirteen years from such termination UPS may exercise its right to repurchase a
cumulative annual amount of ten percent of the Overseas Shares and any Resulting
Securities. The purchase price per share to be paid by UPS upon the exercise of
the foregoing right to purchase shall be that provided in Bye-Law Number 40(13)
of the Bye-Laws of Overseas. The rights conferred hereunder shall be in addition
to and not in limitation of UPS's rights to repurchase shares of Overseas
Capital Stock contained in the Bye-Laws of Overseas. The undersigned understands
that the foregoing rights of UPS are more fully described in the Prospectus and
is familiar with each description therein.
In addition to any other legend required by Overseas' Bye-Laws, UPS and
Overseas shall have the right to place a legend on certificates representing the
Overseas Shares and any Resulting Securities which describes UPS's right of
repurchase under this Subscription Agreement.
5. Further Provisions. The undersigned acknowledges and agrees that:
<TABLE>
<S> <C>
(a) This subscription is not subject to transfer or assignment by the undersigned;
(b) UPS has the right, in its sole discretion, to accept or reject the undersigned's subscription;
(c) The undersigned's subscription will become binding upon UPS only upon acceptance by UPS;
(d) The undersigned's rights with respect to refund of funds held by UPS pending delivery of shares, withdrawal or
rejection of this subscription are as set forth in the Prospectus and will not include interest thereon;
(e) The Units to which the undersigned has subscribed will be sold to the undersigned at the Current Prices in effect at
the time this subscription is accepted by UPS, which may be greater or less than the Current Prices in effect at the
date of this Agreement, and the undersigned's rights with respect to a change in the Price of Units are as set forth
in the Prospectus;
(f) The undersigned has read the Prospectus and is familiar with its terms; and
(g) If the undersigned has not yet executed and delivered to UPS a UPS Managers Stock Trust Deposit Agreement or UPS
Employees Stock Trust Deposit Agreement ("Deposit Agreement"), the undersigned has enclosed herewith a properly
executed Deposit Agreement with respect to the UPS shares included in this Subscription Agreement. The undersigned
understands that if a Deposit Agreement is not on file on behalf of the undersigned, this subscription will be
rejected by UPS.
</TABLE>
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed.
<TABLE>
<S> <C>
- ------------------------------------------------------------ -------------------------------------------------------
Name of eligible employee Name of eligible fiduciary
- ------------------------------------------------------------ -------------------------------------------------------
Signature of eligible employee Authorized signatory
- ------------------------------------------------------------ ------------------------------------------------------
Account number Address of eligible fiduciary
- ------------------------------------------------------------ ------------------------------------------------------
Date City, State and Zip Code
- ------------------------------------------------------------ ------------------------------------------------------
Social Security Number of Employee Date
</TABLE>
<PAGE> 1
GENERAL
SUBSCRIPTION AGREEMENT AND PAYROLL DEDUCTION AUTHORIZATION
PLEASE FORWARD TO SHAREHOLDER SERVICES AT:
United Parcel Service of America, Inc.
c/o First Union National Bank
PO Box 41784
123 South Broad Street, Level B-1
Philadelphia, PA 19101-1784
CHECK ONE:
/ / Management -- Managers Stock Trust
/ / Hourly Union -- Employees Stock Trust
/ / Non-Union/Non-Management -- Employees Stock Trust
Gentlemen:
This Subscription Agreement and Payroll Deduction Authorization supersedes
and replaces any Subscription Agreement and Payroll Deduction Authorization
bearing an earlier date which I have previously executed and submitted, to the
extent it is inconsistent with the earlier form.
I. Subscription Agreement
1. The undersigned hereby wishes to withhold:
(a)
----------------- dollars from my monthly, weekly or semi-monthly paycheck
(minimum allowable deductions are $10 weekly, $20 semi-monthly and $40
monthly) and apply the deducted amount toward the quarterly purchase of
Units (as defined below);
(b)
----------------- dollars from my One-Half Month paycheck payable in
December ____ and apply the deducted amount toward the purchase of Units
(not less than four Units, or an integral multiple of four Units);
(c)
----------------- dollars from my Year End Unused Entitlements Payoff
("Payoff Amount") payable in December ____ and apply the deducted amount
toward the purchase of Units (not less than four Units or an integral
multiple of four Units).
Each Unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") and one-fourth of a share of the capital stock
of Overseas Partners Ltd. ("Overseas") ("Unit"). The purchase price of each Unit
shall be the sum of (i) the Current Price of a UPS share (as determined from the
most recent UPS Shareowner letter) and, (ii) one-fourth of the Current Price of
an Overseas share (i.e. one-fourth of the net book value of an Overseas Share as
determined from Overseas' most recently published Annual Report to Shareowners
or otherwise generally made available to Shareowners). Any amounts remaining
after the purchase provided for in paragraph 1(a) is made will be carried toward
the next quarterly purchase or, in the event of a cancellation, refunded to me
without interest. Any amounts remaining after a purchase provided for in
paragraphs 1(b) or 1(c) is made will be refunded to me without interest.
INDIANA RESIDENTS ONLY: If I am a resident of Indiana, I acknowledge and
agree that the amounts authorized above to be withheld from my pay will be
applied solely to the purchase of UPS Common Stock, and that I am obligated to
pay separately for the shares of Overseas Capital Stock to be included in the
Units to which I subscribe, as set forth in paragraph 5(h) below.
2. Election. In the event UPS determines, in its sole discretion, that there
are not enough UPS or OPL shares available to satisfy my subscription for such
shares contained in the Units, I hereby authorize UPS to do the following:
(please check one box):
/ / To substitute for such unavailable UPS or Overseas shares, as many
available shares as possible, equal to or less than the value of the
unavailable shares;
/ / To fill my subscription for Units with the available shares allocable to
such Units;
/ / To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient Units available to satisfy my
subscription.
I understand that if no election is made above, UPS will reject this
subscription agreement. Any funds deducted from my pay and not used to purchase
Units or available shares will be held by UPS, without interest, until the
earlier of: (1) investment in Units or shares, as described above, or (2) I
request in writing that such funds be returned, without interest, to me. A
request for the return of funds must be made in conformity with the time
requirements set forth in the Prospectus, and all refunds shall be without
interest.
3. Authorizations and Delivery Instructions
I hereby authorize UPS, as my agent, to do the following:
(a) to deliver the UPS shares to which I have subscribed (the "UPS Shares")
to First Union National Bank ("First Union"), as Trustee of the UPS
Managers Stock Trust or the UPS Employees Stock Trust, as applicable
(in either case, the "Stock Trust") to enable the Trustee to hold the
UPS Shares in accordance with the Stock Trust; and;
(b) to deliver the Overseas shares to which I have subscribed (the "Overseas
Shares") to First Union, as Custodian, to be held for my benefit as more
fully described in the Prospectus.
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares
I hereby grant to UPS the right to repurchase the Overseas Shares (and any
shares of Overseas Capital Stock issued as dividends on or in stock splits or
reclassifications of the Overseas Shares, and any other securities or property
delivered as distributions on the Overseas Shares, all of which are referred to
collectively as the "Resulting Securities") following my retirement, death or
other termination of employment with UPS or any of its subsidiaries. If I
beneficially own less than 500 shares of Overseas Capital Stock at the time of
my retirement, death or other termination of employment with UPS or any of its
subsidiaries, then UPS may exercise its right to repurchase all or a portion of
the Overseas Shares and any Resulting Securities at any time within a period of
three years following termination. If I beneficially own 500 or more shares of
Overseas Capital Stock at the time of my retirement, death or other termination
of employment, then for a period of thirteen years from such termination UPS may
exercise its right to repurchase a cumulative annual maximum of ten percent of
the Overseas Shares and any Resulting Securities. The purchase price per share
to be paid by UPS upon the exercise of the foregoing right to purchase shall be
that provided in Bye-Law Number 40(13) of the Bye-Laws of Overseas. The rights
conferred hereunder shall be in addition to and not in limitation of UPS's right
to repurchase shares of Overseas Capital Stock contained in the Bye-Laws of
Overseas. I understand that the foregoing rights of UPS are more fully described
in the Prospectus and I am familiar with such description therein.
I agree that any transferee of the Overseas Shares and any Resulting
Securities including, without limitation, purchasers, donees, heirs, legatees
and personal representatives, and any subsequent transferee of those Shares and
Resulting Securities, will acquire and hold such Shares and Resulting Securities
subject to the rights of UPS described in the foregoing paragraph. In addition
to any other legend required by Overseas' Bye-Laws, UPS and Overseas shall have
the right to place a legend on certificates representing the Overseas Shares and
any Resulting Securities which describes UPS's right of repurchase under this
Subscription Agreement.
5. Further Provisions.
I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS has the right, at its sole discretion, to accept or reject my
subscription;
(c) My subscription will become binding upon UPS only upon acceptance by UPS;
(d) My eligibility to purchase shall be determined as set forth in the
Prospectus;
(e) Upon acceptance by UPS, this Subscription Agreement shall be binding upon
and inure to the benefit of my heirs, executors, administrators, and
personal representatives;
(f) I have read the Prospectus and I am familiar with its terms; and
(g) If I have not yet executed and delivered to UPS a UPS Managers Stock
Trust Deposit Agreement or UPS Employees Stock Trust Deposit Agreement
("Deposit Agreement"), I enclose herewith a properly executed Deposit
Agreement, with respect to the UPS shares included in this Subscription
Agreement. I understand that if a Deposit Agreement is not on file on
my behalf my subscription will be rejected by UPS.
(h) Indiana residents only: In order to subscribe to Units and to avail
myself of the payroll deduction option for shares of UPS Common Stock,
I must tender to UPS, by means of a bank cashier's or personal check or
money order, the purchase price of the shares of Overseas Capital Stock
included in the Units that I have subscribed to at least fifteen days
prior to the Quarterly Purchase Date (as set forth in the Prospectus).
If I do not make such cash payment in a timely fashion UPS may, in its
sole discretion, (i) reject my subscription in its entirety, in which
case I will not be entitled to purchase any securities, or (ii) fulfill
my subscription for shares of UPS Common Stock alone. I understand that
I have no right to purchase only shares of UPS Common Stock.
In connection with the foregoing, I understand that UPS may reject this
subscription, and may exercise other rights, all as set forth in the Prospectus.
II. Payroll Deduction Authorization
ATTN: PAYROLL DEPARTMENT
------------------------, 199_
The unersigned hereby authorizes UPS or the UPS subsidiary by which I am
employed to make payroll deductions in connection with my above subscription
agreement dated ____________________ , 199_ and to pay the amount so deducted
to UPS' account in payment of the purchase price of the shares thereby
subscribed to.
If I have subscribed to the quarterly purchase of UPS and Overseas shares
through deductions from my weekly, monthly or semi-monthly paychecks, I
understand that such deductions will continue until cancelled by me in a written
notice by executing and delivering a subsequent Subscription Agreement and
Payroll Deduction Authorization indicating a zero dollar deduction amount. If,
at any time, I elect to cancel my quarterly subscription and related deductions,
such cancellation will not be effective unless it is received by UPS prior to
the first day of the month in which such subscription is to be accepted.
If I have subscribed to the purchase of UPS and Overseas shares through
deductions from my One-Half Month paycheck or Payoff Amount, I understand that
the deduction will be made only in 199_ and must be renewed by me in each
subsequent year. I further understand that if I elect to cancel such
subscription and deductions such cancellation will not be effective unless it is
received by UPS before November 15.
I understand that once a sale of any securities has been effected by UPS this
authorization of deductions from my paychecks shall be irrevocable with
respect to any deductions which relate to the payment of the purchase price of
any securities the sale of which has been completed.
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed.
<TABLE>
<S> <C>
- -------------------------------------------------------- -------------------------------------------------
Witness (Signature of person other than subscriber (Signaure of eligible employee)
/ /
- -------------------------------------------------------- -------------------------------------------------
Social Security No. (District or Location of eligible employee)
( )
- -------------------------------------------------------- -------------------------------------------------
Daytime telephone number (Full Name of eligible employee)
- -------------------------------------------------------- -------------------------------------------------
Date (Home Address of eligible employee)
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement of Overseas Partners Ltd. on Form
S-3, No. 33-80728, of our report dated January 9, 1996, appearing in the Annual
Report on Form 10-K of Overseas Partners Ltd. for the year ended December 31,
1995 and to the reference to us under the heading "Experts -- Overseas" in the
Prospectus, which is a part of this Registration Statement.
DELOITTE & TOUCHE
Hamilton, Bermuda
May 20, 1996
