<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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)
---------------------
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
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED DISTRIBUTION: On or about
February 6, 1997.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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]
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 statement number of the earlier
effective registration statement for the same offering. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock, par
value $.10 per
share............... 1,712,500 $12.00 $20,550,000 $6,227.27
================================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based upon the book value per share of OPL Capital
Stock.
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.
================================================================================
<PAGE> 2
PROSPECTUS
, 1997
UPS LOGO
UNITED PARCEL SERVICE OF AMERICA, INC.
OVERSEAS PARTNERS LTD.
UPS MANAGERS INCENTIVE PLAN AWARDS
This Prospectus relates to the distribution by United Parcel Service of
America, Inc. ("UPS") of awards to its eligible managerial and supervisory
employees pursuant to the UPS Managers Incentive Plan (the "Plan"), and
distributions by Overseas Partners, Ltd. ("OPL") for the purpose of facilitating
such awards. The awards consist of shares of the common stock of UPS ("UPS
Common Stock"), subject to the UPS Managers Stock Trust, as amended and restated
(the "Trust"), and shares of the capital stock of Overseas Partners Ltd. ("OPL
Common Stock"). Subject to UPS's needs and ability, UPS and OPL intend that UPS
will purchase shares of OPL Common Stock from OPL for the purpose of fulfilling
awards, and OPL will deposit the applicable shares of OPL Common Stock at UPS's
instructions for the account of the applicable eligible managerial or
supervisory employees. Recipients of awards also receive cash equal to certain
tax withholdings on the value of the awards. UPS is making awards under the Plan
having an award value of approximately $323,366,000, to approximately 26,379
eligible managers and supervisors of numerous UPS domestic and international
subsidiaries. The award value will include approximately 6,850,000 shares of UPS
Common Stock ("UPS Shares") and 1,712,500 shares of OPL Common Stock ("OPL
Shares"). The distribution of the UPS Shares and OPL Shares included in the
awards will occur in February, 1997.
Receipt of the OPL Shares by each recipient will be subject to certain
provisions of the Bye-Laws of OPL restricting the transfer of shares of OPL
Common Stock and giving OPL the right to purchase the OPL Shares in certain
circumstances. For further information regarding the transfer of OPL Shares and
OPL's right to purchase the OPL Shares see "Description of OPL Common Stock"
herein. Delivery will be effected initially by deposit of the OPL Shares with
First Union National Bank, Philadelphia, Pennsylvania ("First Union") as
custodian for the accounts of the respective recipients.
This Prospectus is intended to provide recipients of awards with
information concerning the Plan, the Trust, UPS and the UPS Common Stock, and
OPL and the OPL Common Stock. For purposes of this Prospectus, references herein
to managerial and supervisory employees of UPS, and references to employment by
UPS, shall include employees of, and employment by, UPS and its subsidiaries.
---------------------
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
---------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<PAGE> 3
AVAILABLE INFORMATION
UPS and OPL are each subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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. The Commission also
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants, such as UPS and OPL,
that file electronically with the Commission. The address of the site is
http://www.sec.gov.
INCORPORATION OF CERTAIN 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
dated April 1970, 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 quarters ended March
31, 1996, June 30, 1996 and September 30, 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 OPL with the Commission are incorporated
herein by reference:
(1) The Annual Report on Form 10-K of OPL for the year ended December
31, 1995;
(2) The Description of Securities contained in Item 11 of the Form 10
dated January 31, 1984, as amended and restated by the Form 8 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 quarters ended March
31, 1996, June 30, 1996 and September 30, 1996, and all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act by OPL since the end
of the year covered by its Annual Report referred to in (1) above.
All documents filed by UPS and OPL pursuant to Section 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 OPL 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 OPL will each, upon written or oral request, provide without charge
to each participant in the Plan a copy of any and all of the information which
has been incorporated by reference in this Prospectus, other than exhibits to
such information if such exhibits are not themselves specifically 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 OPL information, such
request should be directed to: Secretary, Overseas Partners Ltd., Craig Appin
House, Wesley Street, Hamilton 5, Bermuda, (441) 295-0788. In addition, UPS and
OPL will each provide without charge to each participant in the Plan a copy of
their Annual Reports to shareowners and copies of all future reports, proxy
statements, and other communications distributed by them to their shareholders
generally.
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OPL is a Bermuda corporation with offices in Hamilton, Bermuda, and certain
of its directors are residents of Bermuda. A substantial portion of OPL 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
OPL to effect service of process upon OPL 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.
OPL 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 OPL or any
such directors or (ii) recognize actions based upon such provisions against OPL
or any of such directors.
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, all UPS Common Stock has historically been owned by
or held for the benefit of managers and supervisors 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 from UPS itself. In 1995, UPS began to extend ownership pursuant
to the UPS Employees Stock Purchase Plan to other employees who have at least
one year of employment with UPS.
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 INCENTIVE PLAN AND UPS MANAGERS STOCK TRUST -- The Trust."
The executive offices of UPS are at 55 Glenlake Parkway, NE, Atlanta,
Georgia 30328, and its telephone number is (404) 828-6000.
OPL
OPL and its wholly-owned subsidiaries are engaged in property, casualty and
life reinsurance and hotel and leasing operations. Its major source of revenues
is reinsuring of shippers' insurance issued by United States-based insurance
companies covering loss or damage to shippers' packages carried by subsidiaries
of UPS. OPL, through its United States-based leasing subsidiary, is involved in
hotel and leasing operations.
OPL expects to continue to examine other areas of reinsurance and other
opportunities to expand its leasing operations. However, OPL 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 OPL provides reinsurance.
OPL was incorporated under Bermuda law in 1983 as a wholly-owned subsidiary
of UPS. On December 31, 1983, ownership of OPL was distributed when UPS paid a
special dividend to UPS shareowners of one share of OPL Common Stock for each
share of UPS Common Stock then outstanding, resulting in the distribution of
approximately 97% of the outstanding OPL Common Stock to owners of shares of UPS
Common Stock. OPL commenced business on January 1, 1984.
OPL Common Stock is not traded on a securities exchange or in the organized
over-the-counter market. OPL has rights under its Bye-Laws to purchase OPL
Common Stock upon attempted sales and in certain
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other circumstances, at a price no greater than the net book value per share of
OPL Common Stock as reported in its most recently published Annual Report to
Shareowners or otherwise generally made available to OPL's shareowners, as more
fully described herein under "DESCRIPTION OF OPL COMMON STOCK."
OPL's address is Craig Appin House, Wesley Street, Hamilton 5, Bermuda, and
its telephone number is (441) 295-0788.
UPS MANAGERS INCENTIVE PLAN AND UPS MANAGERS STOCK TRUST
Set forth below are some frequently asked questions relating to the Plan
and the Trust, under which the UPS Shares awarded pursuant to the Plan are held.
THE PLAN
TO WHOM ARE AWARDS MADE UNDER THE PLAN?
The Plan is a deferred compensation plan for eligible employees of UPS. To
be eligible to receive awards under the Plan, an employee must be a Center
Supervisor or have equal or greater managerial, supervisory or technical
responsibilities, and must agree to deposit UPS Shares awarded pursuant to the
Plan in the Trust. In December of each year, the Salary Committee selects the
employees who are to receive awards, primarily on the recommendation of their
district, regional and corporate group managers. Once the Salary Committee
selects the employees who are to receive the awards, the employee names are
included in an update to the Social Security Wage posting for December of that
year and each employee receives a Notice of Participation from his or her
manager. An employee's right to the award vests absolutely upon the inclusion of
the employee's name in the update to the Social Security Wage posting or upon
his or her receipt of the Notice of Participation, whichever occurs first. The
awards are distributed in February of the following year. The receipt of an
award in any year does not entitle an individual to an award in any subsequent
year.
WHO ADMINISTERS THE PLAN?
The Plan is administered by the Salary Committee of the Board of Directors
of UPS. The Salary Committee is composed of two members of the Board of
Directors of UPS who serve as Committee members and an administrator. The
Committee members and the administrator serve without any additional
compensation at the discretion of the Board. The current members are Messrs.
Kent C. Nelson, Robert J. Clanin and James P. Kelly and the administrator is Lea
N. Soupata, and their addresses are 55 Glenlake Parkway, NE, Atlanta, Georgia
30328.
The Salary Committee may grant awards under the Plan to any eligible
employee other than an employee who is a member of the Board of Directors, an
officer as defined by Rule 16a-1 under the Exchange Act ("16a-1 Officer") or a
member of the Salary Committee. Members of the Board of Directors and Salary
Committee may not participate in any decision or action affecting them unless
such decision affects all participants generally. All of the members of the
Salary Committee are employees and directors of UPS.
Directors, 16a-1 Officers and members of the Salary Committee are eligible
to receive awards if they are also employees of UPS or its subsidiaries, except
that all decisions regarding the awards to eligible Directors, 16a-1 Officers
and members of the Salary Committee are made by the Officer Compensation
Committee, no member of which is eligible to receive awards. All of the members
of the Officer Compensation Committee are non-employee, outside Directors, who
are appointed by the Board of Directors annually and may be removed by the Board
of Directors.
WHY WAS THE PLAN AMENDED IN 1995 AND HOW WILL THE AMENDMENTS AFFECT AWARDS?
During the third quarter of 1995, UPS implemented an early retirement
program for certain of its employees. UPS recorded a one-time charge to income
of approximately $372 million for the cost of the program. This charge would
have reduced the 1995 awards by approximately $56 million. In order to reduce
the impact of the charge on the 1995 awards, the Plan was amended so as to defer
25% of the charge until 1996. This deferral preserved approximately $14 million
of 1995 awards that otherwise would have been lost.
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The amendment also provides that if future extraordinary events would alter the
amount to be awarded under the Plan in any year, the Board of Directors or its
Executive Committee has the authority to disregard the effects of such
extraordinary events for computing awards under the Plan. As a result of the
1995 amendments to the Plan, 25% of the charge was applied to the computation of
awards in 1996, with the result that the 1996 awards were reduced by
$13,984,000.
HOW IS THE AMOUNT OF EACH AWARD DETERMINED?
UPS generally sets aside for awards under the Plan an amount equal to 15%
of UPS's consolidated profits before federal income taxes, exclusive of certain
capital gains and losses, for the 12 months ended the September 30 immediately
preceding the date of the set-aside. However, for the 1995 awards, the Plan was
modified to permit 25% of a one-time charge against consolidated pre-tax profits
associated with UPS's early retirement program to be added back to consolidated
pre-tax profits. As a result, the amount set aside for the 1995 awards was
$247,446,000. For the 1996 awards, 25% of the one-time charge against
consolidated pre-tax profits for 1995 associated with UPS's early retirement
program was deducted from consolidated pre-tax profits for the 12 months ended
September 30, 1996. As a result, the amount set aside for the 1996 awards was
$287,108,000.
The total amount set aside for 1996 of $287,108,000 was then divided among
all of the individuals selected to receive awards in proportion to their monthly
salary rates at September 30, with each of approximately 9,661 participants,
generally at or above the level of Operating Center Manager, receiving two units
of credit for every dollar of monthly salary, and each of approximately 16,718
other employees below that level receiving one unit of credit for every dollar
of monthly salary. Awards for foreign participants may be subject to adjustment
by the Salary Committee to reflect differences in compensation practices in the
country of residence as compared to the United States. Each participant will
receive an award that includes shares of UPS Common Stock and OPL Common Stock
which, together with cash equal to certain tax withholdings on the award, has a
value, as of the time the award is distributed, equal to the value of the units
of credit received by such participant.
Individuals receiving awards who have previously deposited shares of UPS
Common Stock under the Trust also receive additional awards equal to the lesser
of (a) one month's salary at the September 30 rate or (b) 2 1/2% of the cost of
stock deposited under the Trust for their account, less the proceeds of sales of
any of that stock, as of October 31. These additional awards, aggregating
approximately $36,258,000, encourage supervisors and managers to build their
Trust interest through retention of the shares awarded to them each year. This,
in turn, serves as an incentive toward greater effort and accomplishment of
their jobs.
WHAT IS THE FORM OF THE AWARDS?
Awards consist of shares of UPS Common Stock subject to the Trust, shares
of OPL Common Stock, and cash amounts equal to certain tax withholdings on the
value of the awards, except that managers and supervisors of certain of UPS's
international subsidiaries receive awards of cash for the purchase of shares
under the Plan, and that awards to managers and supervisors who are no longer
employed by UPS on the date of distribution of the awards will consist solely of
cash. It is anticipated that UPS Common Stock and OPL Common Stock will be
awarded in a ratio of four shares of UPS Common Stock for each share of OPL
Common Stock, although the proportion of UPS Common Stock and OPL Common Stock
to be awarded is determined by the Board of Directors annually.
The UPS Shares are valued at the price that UPS is offering to pay its
shareowners for UPS Common Stock when the awards are distributed. All UPS Shares
awarded under the Plan are shares which UPS has previously purchased from its
own shareowners primarily for awards under the Plan. UPS has not originally
issued any shares except as stock splits or stock dividends since 1935.
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The OPL Shares awarded under the Plan are valued at the price at which OPL
is entitled to repurchase such shares from shareowners when the awards are
distributed, as determined in accordance with OPL's rights to purchase OPL
Common Stock specified in OPL's Bye-laws.
WHAT ARE THE TAX CONSEQUENCES OF THE AWARDS?
For Federal income tax purposes, the fair market value of UPS Shares and
OPL Shares awarded under the Plan, plus the amount of cash awarded, is taxable
to the recipient as ordinary income for the year in which the award is paid. The
cash portion of the award is equal to the amount that UPS is required by Federal
income tax laws, state laws, and local laws to deduct from the compensation of
the participant and is paid directly to the appropriate taxing authorities. Such
amount does not, however, necessarily represent the entire tax liability of the
participant resulting from the award. When an award necessitates the withholding
of taxes under the Federal Insurance Contributions Act ("FICA"), UPS advances
the payment of the FICA taxes for the employee's account. The amount advanced is
charged to the employee ratably over the remainder of the year from the time of
distribution and is deducted from compensation.
In the case of an officer or director of UPS or of OPL who is subject to
the provisions of Section 16(b) of the Exchange Act, the receipt of income in
connection with the receipt of any UPS Shares or OPL Shares the sale of which
would be restricted by the Exchange Act will be deferred until such date as the
restriction lapses. In addition, the amount of such income will be measured by
the value of the UPS Shares or OPL Shares on the date the restriction under the
Exchange Act lapses rather than on the date of receipt. However, such an officer
or director may elect to receive income on the date the award is paid and to
measure the income by the value of the shares on such date by filing an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), within thirty days of the date on which the award is paid.
Any gain or loss realized by a participant from a later sale of UPS Shares
or OPL Shares would be reportable as a capital gain or loss. Each participant
should consult his or her own tax advisor with respect to his or her personal
tax situation.
The Plan is not qualified under Section 401(a) of the Code, nor is it
subject to the provisions of the Employee Retirement Income Security Act of
1974.
WHY DOES UPS MAINTAIN THE PLAN AND WHY IS UPS ARRANGING FOR A PORTION OF THE
AWARDS TO BE PAID IN STOCK OF OPL?
Since establishment of its business in 1907, UPS has consistently
recognized that its success is dependent upon the initiative, dedication and
talent of its managers and supervisors. Over the years UPS has sought in many
ways to facilitate ownership of its stock by its own managers and supervisors.
Recently, UPS has decided to expand on this concept by offering UPS Common Stock
to certain other employees.
The Plan was adopted by the Board of Directors in 1954, expanded in 1968
and amended in 1985, 1992 and 1995 to enable managers and supervisors of UPS to
share in the ownership of UPS and OPL by the award of shares of OPL Common
Stock, which have historically been purchased by UPS with funds derived from its
earnings. UPS believes that distributions of OPL Common Stock to managers and
supervisors, like distributions of UPS Common Stock, will constitute an
incentive to them and will further the objectives of the Plan. Such
distributions, coupled with OPL's rights of purchase described below, will help
to maintain ownership of OPL Common Stock largely in the hands of UPS
shareowners, although the shares of OPL and of UPS may be transferred separately
one from the other. Accordingly, UPS and OPL anticipate that OPL will continue
to be owned largely by UPS shareowners.
CAN THE OPL SHARES BE SOLD WHEN DESIRED?
Prior to August 7, 1996, upon a proposed sale or other attempted transfer
for value of shares of OPL Common Stock, UPS became entitled, under OPL's
Bye-Laws, to purchase the shares at a price equal to the lesser of the defined
net book value of the shares or the proposed selling price of the shares to be
sold. Since the initial distribution of OPL Common Stock to UPS shareowners, UPS
had historically purchased all shares
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which shareowners sought to sell at a price equal to the defined net book value.
See "DESCRIPTION OF OPL COMMON STOCK."
On August 7, 1996, the shareowners of OPL approved amendments to the OPL
Bye-Laws which eliminated the repurchase rights of UPS with regard to OPL Common
Stock and granted substantially identical rights to OPL. As a result, UPS ceased
its acquisition of OPL Common Stock from OPL shareowners, and repurchases after
August 7, 1996 have been made by OPL.
From and after August 7, 1996, upon a proposed sale or other attempted
transfer for value of the shares of OPL Common Stock, OPL becomes entitled,
under OPL's Bye-Laws, to purchase the shares at a price equal to the lesser of
the defined net book value of the shares or the proposed selling price of the
shares to be sold. OPL anticipates that it will purchase all shares which
shareowners may seek to sell at a price equal to the defined net book value. See
"DESCRIPTION OF OPL COMMON STOCK."
WHAT HAPPENS TO OPL SHARES HELD BY A RECIPIENT WHEN THE RECIPIENT DIES,
RETIRES OR LEAVES UPS?
OPL has the right under its Bye-Laws to purchase from recipients, following
their retirement, death or other termination of employment with UPS, OPL, or any
of their respective subsidiaries, the shares of OPL Common Stock which have been
distributed as incentive awards. OPL may exercise this right to purchase all or
a portion of the shares of OPL Common Stock 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 UPS Common
Stock) or in cumulative annual installments of up to 10% of such shares during a
period of up to 13 years following such termination (if the shareowner then owns
500 or more of such shares). The purchase price is the per share net book value
of OPL Common Stock as determined from OPL's most recent audited balance sheet
as reported in its most recently published annual report mailed to its
shareowners or otherwise generally made available to its shareowners preceding
the date of purchase. A legend describing this right of purchase may be placed
on the certificates representing the OPL Shares. Any transferee of OPL Shares
will hold those shares subject to this right of purchase by OPL.
WILL OPL ALWAYS EXERCISE ITS RIGHTS TO PURCHASE OPL COMMON STOCK?
UPS and OPL intend to continue to make awards of shares of OPL Common Stock
under the Plan. Subject to its needs and ability, UPS will acquire shares of OPL
Common Stock from OPL for that purpose at the price at which OPL is then
purchasing OPL Common Stock from its shareowners. However, there is no assurance
that UPS will at all times be able to purchase any or all shares of OPL Common
Stock which it may require to continue to make awards of OPL Common Stock under
the Plan. OPL intends to continue to sell to UPS shares of OPL Common Stock at
the foregoing price for the purpose of making such shares available for awards
pursuant to the Plan. Subject to its needs and ability, OPL will acquire shares
of OPL Common Stock by exercising its rights to purchase from OPL shareowners.
However, there is no assurance that OPL will at all times need or be able to
purchase any or all shares of OPL Common Stock which it is entitled to acquire
upon exercise of the rights referred to above. If OPL does not purchase the OPL
Shares that a participant wishes to sell, he or she would then be free to sell
them after the expiration of 30 days, subject to the continuing purchase rights
which OPL has with respect to OPL Common Stock. See "DESCRIPTION OF OPL COMMON
STOCK."
WHAT ARE THE CUSTODY ARRANGEMENTS RELATING TO THE OPL COMMON STOCK?
Initially, delivery of the OPL Shares by OPL will be effected by depositing
them with First Union as custodian for the recipients. Each recipient of OPL
Shares may elect to have First Union continue to hold the certificates for the
OPL Shares as custodian without cost or to have the certificates delivered to
him or her.
If a recipient elects to have First Union continue to hold the
certificates, First Union will have the OPL Shares registered in its name and
will sell or otherwise dispose of the OPL Shares only upon the recipient's
instruction and in conformity with the restrictions contained in OPL's Bye-Laws,
all as described herein. Dividends and other distributions on OPL Shares held in
custody will be promptly remitted by First Union to the shareowners.
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Owners of OPL Shares held by First Union will receive periodic statements
of the number of shares of OPL Common Stock held for their account and of
dividends paid on those shares. Notice of any regular or special meeting of
shareowners of OPL will be forwarded to shareowners by First Union, which will
vote the shares as directed by the shareowners or, on request, furnish the
shareowner with its proxy thus permitting the shareowner to vote the number of
shares of OPL Common Stock held for him or her at the meeting.
Until instructions are received by First Union requesting that the
certificates for OPL Shares be delivered to a recipient, First Union will
continue to hold shares as custodian for the recipient.
CAN THE PLAN BE CHANGED OR TERMINATED?
Although UPS has no plans to terminate or modify the Plan, it has modified
the Plan in the past, and the Board of Directors reserves the right, subject to
the vesting rules described previously, to terminate or modify the Plan at any
time. In addition, both the Board of Directors and the Salary Committee retain
discretion to make no awards, or awards amounting to less than 15% of net
profits, in any year, and the Board of Directors and Executive Committee retain
discretion to disregard the effects of accounting changes or other extraordinary
events in computing the amount of awards under the Plan.
THE TRUST
WHAT IS THE TRUST?
The 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 of UPS Common Stock in the Trust are held by First Union, 123
South Broad Street, Philadelphia, Pennsylvania 19109, as Trustee, for the
benefit of the participants in the Trust, subject to certain rights of
repurchase which the Trust Agreement gives to UPS.
Participants in the Trust are entitled to receive all dividends on their
shares of UPS Common Stock, except that stock dividends and stock splits 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 or her UPS 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.
Of the shares of outstanding UPS Common Stock, excluding stock held for
stock plans, at November 12, 1996, 59% was held under the Trust and predecessor
trusts.
CAN THE UPS SHARES HELD UNDER THE TRUST BE SOLD WHEN DESIRED?
Any participant may request withdrawal of all or some of the UPS Shares
held for his or her benefit under the Trust at any time, or from time to time.
UPS becomes entitled to purchase such shares at their fair market value at the
time of the sale, upon notice to the Trustee within 60 days of receipt of the
written request. Upon such notice by UPS, the Trustee will hold the shares for
delivery to UPS for purchase. The Trust provides that if there is 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 month period
immediately next preceding the receipt by UPS from the Trustee of the shares
being purchased.
For many years, UPS has purchased all shares which employees have asked to
have withdrawn from the Trust at the price at which it was then expressing its
willingness to purchase its own shares.
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 to receive
them, free and clear of the Trust, after expiration of the 60 day notice period
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
8
<PAGE> 10
"DESCRIPTION OF UPS COMMON STOCK" elsewhere in this Prospectus). There is no
charge to the participant upon withdrawal of the shares from the Trust.
The Trust provides that a participant 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 Trust also provides that an
attempted assignment or levy upon shares shall be treated as a request to
withdraw the shares from the Trust. Further, consistent with prior practices
under the 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 Trust.
WHAT HAPPENS TO UPS SHARES HELD UNDER THE TRUST WHEN THE PARTICIPANT DIES,
RETIRES OR LEAVES UPS?
The Trust Agreement gives UPS the right to purchase a participant's UPS
Shares at their fair market value following a participant's death, retirement or
termination of employment. However, if at least 1,000 UPS shares are held for
the benefit of a participant and the participant's transferees under the Trust,
UPS may purchase a cumulative annual amount of up to 10% of the 1,000 or more
shares held for the benefit of a participant and the participant's transferees,
unless the owner requests withdrawal of shares from the Trust, whereupon UPS can
purchase them within 60 days of the request. 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 such participant's 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.
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 Trust but
subject to the preferential purchase right of UPS referred to below. See
"DESCRIPTION OF UPS COMMON STOCK -- The UPS Right of Preferential Purchase."
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
the participant's right to request withdrawal and the right of UPS to purchase
the shares within the next 60 days.
CAN THE TRUST BE TERMINATED?
The Trust may be terminated by the vote of a majority of the shares subject
to the 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 market value upon 90 days' prior written notice of intention to purchase.
UPS may assign its purchase rights under the Trust to another party.
DESCRIPTION OF UPS COMMON STOCK
UPS is authorized to issue 900,000,000 shares of UPS 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
9
<PAGE> 11
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.
Each share of UPS Common Stock is entitled to one vote in the election of
Directors and on 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 share 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 awarded under
the Plan are fully paid and non-assessable. The shares are not redeemable by
UPS, although they are subject to UPS's exercise of the preferential right of
purchase mentioned below and, in the case of stock subject to the Trust, UPS's
right of purchase in the circumstances mentioned above in "UPS MANAGERS
INCENTIVE PLAN AND UPS MANAGERS STOCK TRUST".
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 first been 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 30 days after receipt of the notice, to
acquire the shares upon the terms offered. If UPS fails to exercise or waives
the option, the shareowner may, within a period of 20 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 20 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.
DESCRIPTION OF OPL COMMON STOCK
OPL is authorized to issue 900,000,000 shares of OPL Common Stock of which
135,000,000 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.
Each share of OPL Common Stock is entitled to one vote in the election of
directors and on other matters except that any "Substantial Shareholder," as
defined in OPL's Bye-Laws is entitled to only one one-hundredth of a vote with
respect to each vote which is in excess of 10 percent of OPL's outstanding
voting stock (as hereinafter defined). The term Substantial Shareholder is
defined to mean any shareholder or shareholders acting as a group, other than
UPS or any employee benefit plan of OPL or UPS, who is the beneficial owner of
more than 10 percent of the voting power of the outstanding shares of OPL
entitled to vote generally in the election of directors ("Voting Stock"). There
are no limitations imposed by foreign law, or by OPL's Memorandum of Association
and Bye-Laws, or by any agreement or other instrument to which OPL is a party or
to which it is subject, on the right of shareowners, solely by reason of their
citizenship or domicile, to vote OPL Common Stock. Upon liquidation, OPL's
shareowners are entitled to share on a pro rata basis in the assets of OPL
legally available for distribution to shareowners.
First Union is the transfer agent and registrar for OPL Common Stock. Its
address is 123 South Broad Street, Philadelphia, Pennsylvania 19109.
10
<PAGE> 12
OPL'S RIGHT OF FIRST REFUSAL
Prior to August 7, 1996, the OPL Bye-Laws afforded UPS the right to
purchase all or a portion of the OPL Shares awarded pursuant to the Plan under
specified circumstances. On August 7, 1996, the shareowners of OPL approved
amendments to the OPL Bye-Laws which eliminated the repurchase rights of UPS
with regard to OPL Common Stock and granted substantially identical repurchase
rights to OPL. As a result, UPS ceased its acquisition of OPL Common Stock from
OPL shareowners, and repurchases after August 7, 1996 have been made by OPL.
OPL's Bye-Laws provide that no outstanding shares of Voting Stock,
including shares of OPL Common 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 OPL at the lower of their net 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 OPL, 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. OPL has the option, within 30 days after receipt
of the notice, to purchase all or a portion of such shares. If OPL 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 OPL 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 OPL but not transferred within the 20 day period remain subject to
the initial restrictions. Shares of OPL Voting Stock may be pledged as
collateral security, but they may not be transferred upon foreclosure unless
they have first been offered to OPL in the manner described above.
In addition, any shareowner who is an "affiliate" of OPL, 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 OPL only under the
applicable provisions of that rule, upon delivery of an effective prospectus
applicable to such a resale.
PERIODIC REPORTS
UPS and OPL each prepare and distribute annual reports 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. OPL 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 OPL are
reported in United States dollars.
POTENTIAL CONFLICT OF INTEREST
Certain officers and a majority of the directors of OPL, other than the
directors resident in Bermuda, 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 and officers of OPL who are also directors, officers 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. UPS and OPL do
not have any formal conflict resolution procedures with respect to transactions
affecting both companies. Nevertheless, in connection with the reinsurance by
OPL of risks related to the business of shippers' insurance, OPL does not
believe that there is any basis to question the rates charged by the primary
insurers reinsured by OPL, which rates are competitive with those charged to
shippers utilizing other carriers. Additionally, in connection with major
transactions in which UPS and OPL have been involved, primarily leasing
transactions, OPL has generally obtained fairness or valuation opinions from one
or more
11
<PAGE> 13
leading investment banking firms or other organizations with significant
expertise in the evaluation of the interests involved.
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 -- OPL
The financial statements incorporated in this Prospectus by reference from
OPL's 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
William H. Brown, III, a director of UPS, is a partner of Schnader,
Harrison, Segal & Lewis. As of November 1, 1996, Mr. Brown owned 24,500 shares
of UPS Common Stock.
LEGAL MATTERS CONCERNING THE OPL SHARES
The due issuance of the OPL shares being distributed as described herein
has been passed upon by Conyers, Dill & Pearman of Hamilton, Bermuda.
12
<PAGE> 14
======================================================
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 COMMON STOCK
OF OPL 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 OPL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF
UPS COMMON STOCK OR OPL COMMON STOCK SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPS OR OPL 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
OPL 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 OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Companies......................... 3
UPS................................. 3
OPL................................. 3
UPS Managers Incentive Plan and UPS
Managers Stock Trust................ 4
The Plan............................ 4
The Trust........................... 8
Description of UPS Common Stock....... 9
The UPS Right of Preferential
Purchase......................... 10
Description of OPL Common Stock....... 10
OPL's Right of First Refusal........ 11
Periodic Reports...................... 11
Potential Conflict of Interest........ 11
Experts -- UPS........................ 12
Experts -- OPL........................ 12
Legal Matters Concerning the
UPS Shares.......................... 12
Legal Matters Concerning the
OPL Shares.......................... 12
</TABLE>
======================================================
======================================================
UPS LOGO
SHARES OF
UNITED PARCEL SERVICE
OF AMERICA, INC.
COMMON STOCK
AND
SHARES OF
OVERSEAS PARTNERS LTD.
COMMON STOCK
UNITED PARCEL SERVICE
OF AMERICA, INC.
, 1997
OVERSEAS PARTNERS LTD.
, 1997
======================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*.
<TABLE>
<S> <C>
Registration Fee................................................................... $ 6,227
Transfer Agent's and Custodian's Fees and Expenses................................. $ 3,200
Accounting......................................................................... $ 3,000
Printing........................................................................... $15,000
Legal.............................................................................. $10,000
Miscellaneous...................................................................... $ 1,000
-------
Total.................................................................... $38,427
=======
</TABLE>
- ---------------
* Will be reimbursed by UPS, as sponsor of the Plan.
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 in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts, 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 or 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 damages which may happen in the execution of their
respective offices or trusts, or in relation thereto, provided that this
indemnity shall not extend to any matter in respect of any wilful negligence,
wilful default, fraud or dishonesty which may attach to any of said persons.
(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 extend to any matter in respect of
any wilful negligence, wilful default, fraud or dishonesty which may attach to
any such Director.
ITEM 16. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-4 hereof.
II-1
<PAGE> 16
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 or 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.
(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 of 1934 that are incorporated by reference in the Form F-3.
OPL hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of OPL's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange 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.
II-2
<PAGE> 17
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of OPL
pursuant to the foregoing provisions, or otherwise, OPL 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 OPL of expenses incurred or paid by a director, officer or
controlling person of OPL 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, OPL will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON 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.
Date: December 13, 1996 By: /s/ BRUCE M. BARONE
------------------------------------
Bruce M. Barone,
President, Chief Executive Officer
and
Principal Financial Officer
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
- ---------------------------------------- --------------------------------- ------------------
<S> <C> <C>
/s/ BRUCE M. BARONE President, Chief Executive December 13, 1996
- ---------------------------------------- Officer, Principal Financial
(Bruce M. Barone) Officer, and Director
/s/ ROBERT J. CLANIN Director December 13, 1996
- ----------------------------------------
(Robert J. Clanin)
/s/ JOSEPH M. PYNE Director December 13, 1996
- ----------------------------------------
(Joseph M. Pyne)
Director December 13, 1996
- ----------------------------------------
(Cyril E. Rance)
/s/ EDWIN H. REITMAN Chairman of the Board December 13, 1996
- ----------------------------------------
(Edwin H. Reitman)
/s/ LEOPOLD A. SCHMIDT Vice President and Treasurer December 13, 1996
- ---------------------------------------- (Principal Accounting Officer)
(Leopold A. Schmidt)
Director December 13, 1996
- ----------------------------------------
(Walter A. Scott)
/s/ MICHAEL J. MOLLETTA Authorized Representative in the December 13, 1996
- ---------------------------------------- United States
(Michael J. Molletta)
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
<CAPTION>
DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY DESIGNATION OF
DESIGNATION OF DESCRIPTION OF FILED WITH SUCH EXHIBIT
EXHIBIT EXHIBIT COMMISSION IN THAT DOCUMENT
- -------------- --------------------- ------------------------------------------ ----------------
<C> <S> <C> <C>
4(a) Copy of specimen Registrant's Registration Statement on Exhibit 4(a)
stock certificate Form S-1 (Registration Statement No.
2-95460)
4(c) Bye-Laws, as amended Registrant's Definitive Proxy Statement Exhibit "D"
to date dated July 3, 1996 on Schedule 14A, File
No. 000-11538
99 Custody Arrangements Registrant's Registration Statement on Exhibit 28(a)
for Overseas Partners Form S-1 (Registration Statement No.
Ltd. Capital Stock 2-95460)
</TABLE>
EXHIBITS FILED HEREWITH
<TABLE>
<C> <S> <C> <C>
5 Opinion of Conyers,
Dill and Pearman
23(a) Consent of Deloitte &
Touche
23(b) Consent of Conyers,
Dill & Pearman
(included in Exhibit
5)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
December 13, 1996
The Board of Directors
Overseas Partners Ltd.
Craig Appin House
6 Wesley Street
Hamilton
Bermuda
Dear Sirs
Re: Overseas Partners Ltd. - Registration Statement on Form S-3
- December 1996 Filing (the "Registration Statement")
As Bermuda counsel to Overseas Partners Ltd. (the "Registrant"), we are
familiar with the affairs of the Registrant and have participated in its
incorporation and subsequent recapitalisation in 1983 and with the issuance and
registration by the Registrant of the shares described in the Registration
Statement. We furnish this opinion to you in connection with the Registration
Statement.
On the basis of the foregoing, it is our opinion that the outstanding
shares of capital stock of Registrant, being offered and sold by it as described
in the Registration Statement, are legally and validly issued and fully paid and
non-assessable shares of Registrant's capital stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm where they appear in
the Registration Statement, including the Prospectus forming a part thereof.
Yours faithfully
CONYERS, DILL & PEARMAN
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Overseas Partners Ltd. on Form S-3 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 -- OPL" in the Prospectus, which is a part of this Registration
Statement.
DELOITTE & TOUCHE
Hamilton, Bermuda
December 13, 1996
