<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 8 WESLEY STREET, HAMILTON HM GX, 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
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, 8 WESLEY STREET, HAMILTON HM GX, 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. []
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per
share............... 5,000,000 $14.24 $71,200,000 $21,575.76
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</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based upon the book value per share of Overseas
Partners Ltd. ("OPL") Common Stock.
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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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<PAGE> 2
PROSPECTUS
, 1997
<TABLE>
<S> <C> <C>
(LOGO) OFFERING BY
UNITED PARCEL SERVICE OF AMERICA, INC.
AND
OVERSEAS PARTNERS LTD.
UPS 1997 EMPLOYEES STOCK PURCHASE PLAN
</TABLE>
This Prospectus relates to the sale by United Parcel Service of America,
Inc. ("UPS") and Overseas Partners Ltd. ("OPL") to eligible employees of UPS,
and to trustees and custodians of self-directed individual retirement accounts
of such employees, of shares of the common stock of UPS, par value $.10 per
share ("UPS Common Stock"), and shares of the common stock of OPL, par value
$.10 per share ("OPL Common Stock"), in units composed of one UPS share and
one-fourth of an OPL share ("Units"), pursuant to the UPS 1997 Employees Stock
Purchase Plan (the "Plan"). No fractional Units or fractional OPL shares are
being offered, or will be sold, pursuant to the Plan. See "THE PLAN -- How to
Subscribe."
The Plan was adopted in 1996 and will continue for an indefinite period,
subject to the right of UPS to terminate it at any time. See "THE PLAN -- Term
of the Plan." All UPS shares being offered are shares which UPS has purchased,
or anticipates being able to purchase, from shareowners of UPS, and all OPL
shares being offered are shares which OPL has purchased or anticipates being
able to purchase from its shareowners. The UPS shares are being offered for the
account of UPS and the OPL shares are being offered for the account of OPL. See
"THE PLAN -- Reasons for the Plan."
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 OPL share at the time a
subscription for Units is accepted by UPS and OPL (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 OPL Common Stock. 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 OPL Common Stock at any time means the net book value per share of
OPL Common Stock as determined from OPL's most recent audited balance sheet as
reported in OPL's most recently published Annual Report mailed to its
shareowners or otherwise generally made available to OPL's shareowners (referred
to herein as the "Current Price" of UPS Common Stock and OPL Common 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 of Directors, and the net book
value of OPL shares generally is communicated to OPL shareowners in a letter
issued in January. Offerees who wish to purchase Units at any time should refer
to these sources to determine the Current Prices when they subscribe to Units.
See "THE PLAN -- How to Calculate the Unit Price."
All UPS shares offered pursuant to the Plan will be acquired by the
purchaser for deposit under the UPS Employees Stock Trust (the "Stock Trust").
UPS will have the right to repurchase the UPS shares being offered, and OPL will
have the right to repurchase the OPL 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 PLAN -- Rights of
UPS to Repurchase UPS Shares Sold pursuant to the Plan" and "THE PLAN -- Rights
of OPL to Repurchase OPL Shares Sold pursuant to the Plan."
<PAGE> 3
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
pay checks or by applying certain employee awards. An eligible employee 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 employee who authorizes the UPS
subsidiary employing him or her to deduct the Unit Price from his/her pay checks
or employee awards 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 pay checks or employee
awards 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 PLAN -- How
to Subscribe". All subscriptions will be subject to the terms and conditions
discussed herein and no subscription will become binding upon UPS or OPL, as
applicable, until it has been accepted by both companies. See "THE
PLAN -- Acceptance of Subscriptions by UPS and OPL." All sales will be made at
the Unit Price at the time of acceptance. See "THE PLAN -- 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 PLAN" herein: "Provisions of the
Subscription Agreement;" "Normal Processing and Acceptance of Subscriptions;"
"Delayed Acceptance of Subscriptions; Unavailability of Shares;" and "Rejection
of Subscriptions."
The offering of Units pursuant to the Plan is being made to employees of
UPS who have been employed by UPS for at least one year. See "THE
PLAN -- Eligibility to Subscribe." 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. For the purposes of
this Prospectus, references herein to employees of UPS, and references to
employment by UPS, shall include employees of, and employment by, UPS and its
Subsidiaries as defined in the Plan.
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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.
, 1997
Overseas Partners Ltd.
, 1997
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<PAGE> 4
THE COMPANIES
UPS
UPS, a Delaware corporation, through subsidiaries, provides specialized
transportation and logistics services, primarily through the pickup and delivery
of packages and documents. 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. The Plan offers ownership to 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
EMPLOYEES STOCK 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 subsidiaries are engaged in property, casualty and life
reinsurance and leasing and real estate 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. OPL, through its United States-based leasing subsidiary, is involved in
leasing and real estate operations.
OPL expects to continue to examine other areas of reinsurance and other
opportunities to expand its leasing and real estate 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 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, 8 Wesley Street, Hamilton HM GX,
Bermuda, and its telephone number is (441) 295-0788.
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PERIODIC REPORTS DISTRIBUTED TO SHAREOWNERS
UPS and OPL 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. 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
expressed in United States dollars. UPS and OPL are each subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and UPS and OPL 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 information relating to it which has been incorporated by
reference in this Prospectus. See "AVAILABLE INFORMATION" and "INCORPORATION OF
CERTAIN UPS AND OPL DOCUMENTS BY REFERENCE."
POTENTIAL CONFLICT OF INTEREST
Certain directors of OPL 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 OPL 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. OPL does not
have any formal conflict resolution procedures. Nevertheless, in connection with
the reinsurance by OPL of risks related to the business of shippers'
reinsurance, OPL does not believe that there is any basis to question the rate
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 leading investment banking firms or other
organizations with significant expertise in the evaluation of the interests
involved.
THE PLAN
The information below describes the terms of the Plan and discusses the
methods by which eligible participants may subscribe to purchase Units.
REASONS FOR THE PLAN.
UPS believes that its success over the years has 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 certain stock option plans, which
currently consist of the 1991 Stock Option Plan, as amended and restated, and
the 1996 Stock Option Plan (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. UPS believes that its success in the future
will be enhanced by allowing certain of its other employees to participate in
the growth and success of UPS.
UPS has historically offered shares of OPL Common Stock to further its
policy of encouraging ownership of OPL Common Stock largely by UPS shareowners.
Since 1984 UPS has provided shares of UPS Common Stock and OPL Common 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 OPL Common
Stock under the Incentive Plan on a four-to-one basis.
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<PAGE> 6
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, prior to their amendment in August 1996, OPL's Bye-Laws, more
shares of UPS Common Stock and OPL Common Stock than it requires for its
corporate purposes. UPS anticipates that, as to UPS Common Stock, this situation
may continue in the future. Accordingly, from June 1986 until the date of this
Prospectus, UPS has made shares of UPS Common Stock and OPL Common Stock
available for purchase by eligible managers and supervisors (the "Continuous
Offering"). UPS has expanded the Continuous Offering to trustees and custodians
of self-directed individual retirement accounts of such eligible managers and
supervisors and certain other individuals in UPS's sole discretion. Such shares
are available to participants in the Continuous Offering in Units consisting of
one share of UPS Common Stock and one-fourth of a share of OPL Common Stock. In
1995, UPS commenced offering shares of UPS Common Stock and OPL Common Stock
pursuant to its Employees Stock Purchase Plan (the "1995 Employees Stock Plan").
In 1996, the Board approved the Plan to which this Prospectus relates and the
1997 Managers Stock Purchase Plan (the "Managers Stock Plan"), which have now
replaced the offerings under the prior 1995 Employees Stock Plan and the
Continuous Offering.
In August 1996, the shareowners of OPL approved amendments to the OPL
Bye-Laws which eliminated the repurchase rights of UPS with regard to OPL
shares, and granted substantially identical rights to OPL. As a result, UPS
ceased its acquisition of OPL shares from OPL shareowners, and repurchases after
August 7, 1996 have been made by OPL. The OPL shares sold hereunder are sold by
OPL for its own account.
Under the terms of the Plan, Units consisting of one share of UPS Common
Stock and one-fourth of a share of OPL Common Stock are offered for purchase, in
integral multiples of four Units, by eligible employees of UPS, and by trustees
and custodians of self-directed individual retirement accounts of such
employees, subject to availability. See "Term of the Plan."
ADMINISTRATION OF THE PLAN.
The Plan will be administered by the Board of Directors of UPS, a committee
of the Board of Directors to which the Board of Directors may delegate such
responsibility from time to time and whose committee members will be appointed
by the Board of Directors from time to time, or by the applicable employees of a
department of UPS (such as, for example, the UPS Shareowner Relations
Department) to which the responsibility for administration of the Plan has been
assigned from time to time. The Plan shall be administered in such manner as the
then applicable administrator may determine from time to time in accordance with
the Plan. Eligible participants in the Plan may obtain additional information
about the Plan and direct questions concerning the Plan to UPS at: Shareowner
Relations, United Parcel Service of America, Inc., 55 Glenlake Parkway, N.E.,
Atlanta, Georgia 30328, (404) 828-6000.
TERM OF THE PLAN.
UPS expects to continue the Plan for an indefinite period, subject to
continued availability of shares of UPS Common Stock to UPS and OPL Common Stock
to OPL in excess of the number of shares needed to meet their respective
anticipated corporate needs, including awards under the Incentive Plan, Stock
Option Plans and the Managers Stock Plan. 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 OPL shares in relation to earnings, UPS plans to continue the
Plan and UPS and OPL 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 are
registered a total of 20,000,000 shares of UPS Common Stock and 5,000,000 shares
of OPL Common Stock, subject to adjustments to reflect stock splits, stock
dividends or similar events, for sale pursuant to the Plan. UPS and OPL consider
the total number of registered shares to be adequate to meet anticipated
subscriptions for shares for a period of two years from the date of this
Prospectus. UPS and OPL may seek to cause additional shares to be registered for
sale as the need arises in the future.
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<PAGE> 7
Notwithstanding the foregoing, UPS may terminate the Plan at any time for
any reason. See "Change in the Plan; Interpretation."
USE OF PROCEEDS.
The funds derived from the sale of shares of UPS Common Stock offered
hereby will be added to UPS's cash and used for the general purposes of UPS's
business. The funds derived from the shares of OPL Common Stock offered hereby
will be added to OPL's cash and used for the general purposes of OPL's business.
TAX ASPECTS OF THE PLAN.
In general, a participant who purchases Units under the Plan will not
realize any taxable income upon the purchase of the Units. However, any
dividends received with respect to the Units are subject to federal and other
income taxes, and any gain or loss realized by a participant from a later sale
or exchange of the shares underlying the Units could be reportable as a taxable
gain or loss. Each participant should consult his or her own tax advisor with
respect to his or her own personal tax situation.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code, nor is it subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Any gain or loss realized on the sale by UPS 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 by OPL of shares of OPL Common Stock offered hereby will be similarly
treated by OPL.
ELIGIBILITY TO SUBSCRIBE.
The offering of Units is being made, subject to the terms discussed below,
pursuant to the Plan to employees of UPS who, on the date on which their
respective subscriptions are accepted by UPS and OPL, have been employed by UPS
for at least one year ("eligible employees").
In general, eligible employees must be actively employed by UPS at the time
their subscriptions are accepted by UPS and OPL; however, the Plan provides that
the Board of Directors of UPS, or a committee of the Board of Directors of UPS,
may in its discretion allow an inactive employee, who is otherwise eligible, to
subscribe to purchase Units.
In order to be eligible, such employees must not have sold UPS Common Stock
or OPL Common Stock during the preceding 12 months for a reason other than the
satisfaction of an immediate and significant financial need. "Immediate and
significant financial need" means (i) expenses for medical care previously
incurred by the employee, the employee's spouse, or any dependents of the
employee or expenses necessary for these persons to obtain medical care; (ii)
costs directly related to the purchase of a principal residence for the
employee; (iii) payment of tuition, related educational needs, and room and
board expenses for the next 12 months of post-secondary education for the
employee, or the employee's spouse, children, or dependents; and (iv) payments
necessary to prevent the eviction of the employee from his/her principal
residence or foreclosure on the mortgage on that residence.
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 employees ("eligible
fiduciaries") are permitted to subscribe to Units. Such individual retirement
accounts must provide that the eligible fiduciaries may purchase and sell only
upon the direction of the eligible employee under such account, and the terms of
such individual retirement account must provide that the UPS Common Stock and
OPL Common 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
taxation under Section 401(a) of the Internal Revenue Code. Eligible fiduciaries
of individual retirement accounts of eligible employees may subscribe to Units
only for individual retirement accounts of such employees. In addition, an
eligible employee and his/her eligible fiduciary may only subscribe to an annual
aggregate maximum of 10,000 Units, which UPS may impose.
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<PAGE> 8
HOW TO SUBSCRIBE.
An eligible employee 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 employee 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 employee 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 the Transfer Agent for UPS and OPL, First Union National Bank
("First Union"), for the aggregate Unit Price of the total Units subscribed to.
UPS will forward the check or money order to First Union pending the acceptance
or rejection of the Cash Subscription Agreement by UPS and OPL as provided
herein. 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 employee.
If an eligible employee 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 OPL
Common Stock, UPS and OPL may, at their 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. Once UPS has accepted a
subscription, it will forward the subscription to OPL, for acceptance or
rejection. Currently, UPS and OPL intend to reject subscriptions that are not
for integral multiples of four Units. In the event that UPS or OPL rejects a
subscription, the Cash Subscription Agreement will be returned to the subscriber
by UPS or OPL, as the case may be, and the subscription check will be returned
to the subscriber by First Union.
Payroll Deduction Subscription. An eligible employee, 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 pay
checks. The Payroll Deduction Plan is subject to the following pay period
minimums: $10 per week for eligible employees who are paid on an hourly basis,
$20 per pay period for eligible employees who are paid twice per month, and $40
per pay period for eligible employees who are paid monthly. Eligible employees
who elect to participate in the Payroll Deduction Plan may, at any time, elect
to have a fixed dollar amount deducted from their pay checks for the purpose of
purchasing Units of UPS Common Stock and OPL Common 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 deductions 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>
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PERIOD DURING WHICH PAYROLL DEDUCTIONS MADE PURCHASE DATE
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November - January....................................... February 15
February - April......................................... May 15
May - July............................................... August 15
August - October......................................... November 15
</TABLE>
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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 payroll 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 employee 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
employee'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.
An eligible employee who elects to participate in the Payroll Deduction
Plan may also subscribe to purchase Units by means of a fixed dollar amount
deduction from such employee's Year End Unused Entitlements Payoff ("Payoff
Amount"), if any, received in December of each year. The minimum subscription
that UPS will accept in such cases is for four Units. If an eligible employee
subscribing to Units, the aggregate Unit Price of which is to be paid through
deductions from the Payoff Amount, subscribes to purchase a number of Units not
evenly divisible by four, resulting in a subscription for a fractional number of
shares of OPL Common Stock, the maximum number of Units wholly divisible by four
will be purchased and the excess amount deducted from the employee's Payoff
Amount will be refunded to the employee.
The purchase of Units to be paid for by deductions from the Payoff Amount
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 Payoff Amount
are not continuous and must be renewed annually.
Notwithstanding the deduction of any amount from pay checks and/or Payoff
Amounts in respect of a subscription to Units, a subscriber will not be the
beneficial owner of any shares of UPS Common Stock or OPL Common Stock offered
hereby, and will have no rights with respect to any such shares, until the
subscriptions for such shares have been accepted by both UPS and OPL. See
"Acceptance of Subscriptions by UPS and OPL." Upon acceptance of a Subscription
Agreement and Payroll Deduction Authorization, UPS will forward to OPL the
applicable purchase price for the OPL shares to be purchased at such times and
in such manner as is agreed upon by UPS and OPL from time to time.
The Subscription Agreement and Payroll Deduction Authorization authorizes
UPS to deduct from such eligible employee's pay checks and/or Payoff Amount a
fixed dollar amount subscribed to, until such authorization is altered or
revoked in writing. Amounts deducted from pay checks and/or Payoff Amounts will
be paid to the accounts of UPS and OPL, as applicable, 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 employee 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.
UPS may limit aggregate subscriptions by any eligible employee 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 AGREEMENT.
Each eligible employee 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 Plan and to evidence such subscriber's agreement to certain terms
on which the willingness of UPS and OPL to accept the subscription is
conditioned. Each of the subscription
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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, Philadelphia, PA, as Trustee
of that trust. The purpose and effects of the Stock Trust are described
under "UPS EMPLOYEES STOCK TRUST" in this Prospectus.
2. An authorization to OPL to deliver certificates for the OPL shares
to First Union, as Custodian for the subscriber, in lieu of physical
delivery of the certificates to the subscriber.
In addition, the Subscription Agreement and Payroll Deduction Authorization
includes a provision authorizing UPS to deduct a fixed amount from the
subscriber's regular pay checks during each Quarterly Purchase Period and/or
from the Payoff Amount, to be used to pay the aggregate Unit Price of the Units
subscribed to in each quarter and/or from the Payoff Amount, as the case may be,
and to pay such amount to the accounts of UPS and OPL, as applicable, in payment
of the aggregate Unit Price of the Units subscribed to for such Quarterly
Purchase Period or from the Payoff Amount. 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 OPL share at the time UPS and OPL have
both accepted a subscription. See "Acceptance of Subscriptions by UPS and OPL."
The Unit Price will change from time to time, to reflect changes in the Current
Price of either UPS shares or OPL shares. Thus it will be necessary for each
eligible employee and eligible fiduciary at the time he or she submits a Cash
Subscription Agreement to calculate the amounts to be paid to UPS and OPL by
determining separately the Current Price of a share of UPS Common Stock and the
Current Price of a share of OPL Common Stock, multiplying by one-fourth the
Current Price of a share of OPL Common Stock, and multiplying each 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 of Directors 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 of Directors has not followed any predetermined formula.
It has 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 of Directors considers to
be the short-term trends relating to UPS or the values of securities generally.
Thus, for example, the Board of Directors 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 UPS's shares. 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 price 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
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<PAGE> 11
"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 OPL Common Stock at any time means the net
book value per share of such stock, determined from OPL's 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 OPL Common Stock is subject to change each year with the publication of
OPL's Annual Report to Shareowners for the preceding year. The Current Price of
an OPL share can be determined by referring to OPL's 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 OPL
shareowners in January of each year. See "Effects of Changes in Current Prices
or Dividends on Unaccepted Subscriptions."
ACCEPTANCE OF SUBSCRIPTIONS BY UPS AND OPL.
No subscription for the purchase of Units will become binding upon UPS or
OPL until it has been accepted by both UPS and OPL. UPS and OPL reserve the
right in the individual discretion of each, 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 or any other purchase
period, any subscription to Units by not deducting the amounts authorized to be
deducted for that purchase period from pay checks and/or Payoff Amounts during
such period. UPS also reserves the right to reject any quarterly or other
subscription to Units after deducting any portion of the aggregate Unit Price
from an eligible employee's pay checks and/or Payoff Amounts by returning the
amount so deducted, without interest, to him/her. The rejection of a
subscription for one or more purchase periods shall not affect the ability or
right of UPS to accept or reject such eligible employee's subscription for any
subsequent purchase period.
UPS's and OPL's acceptance of a cash subscription will take place at the
mailing to the subscriber of a notice of acceptance, confirming their acceptance
of the subscription, and showing the number and Current Prices of the UPS and
OPL shares sold to the subscriber ("Notice of Acceptance"). In the case of
Payroll Deduction Plan subscriptions, UPS's and OPL's acceptance of a
subscription will occur only upon the recording of the purchase of the shares on
their respective books, which will occur, if at all, on the applicable purchase
date. 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 OPL Common Stock, indicating the number of
shares of UPS Common Stock and OPL Common 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.
Neither UPS nor OPL will accept a subscription 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 and OPL may, in their discretion, return the subscription documents or
request the subscriber to forward cash or wire funds in the amount of his/her
payment. Neither UPS nor OPL will 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 regular pay
checks and/or the Payoff Amount, as the case may be, have been applied to the
purchase of Units. Amounts deducted from regular pay checks will be applied to
the purchase of Units on the Quarterly Purchase Dates set forth above. See "How
to Subscribe." Amounts deducted from the Payoff Amount will be applied to the
purchase of Units on the December 15 Purchase Date.
Notwithstanding the deduction of any amount from pay checks and/or Payoff
Amounts in respect of a subscription to Units, a subscriber will not be the
beneficial owner of any UPS Common Stock or OPL Common Stock offered hereby, and
will have no rights with respect to any such shares, until the subscriptions for
such shares have been accepted.
NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
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.
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Eligible employees 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 OPL Common Stock may incur an increase in the Unit Price
of Units to which they subscribe. Similarly, cash purchase subscriptions for
Units received less than 15 days prior to the record date of a dividend on UPS
or OPL shares may not be processed in time to enable the subscriber to receive
the dividend. UPS and OPL shall in no event be liable for any costs or damages
to such subscriber due to such changes in price or the failure to receive such
dividends. For a description of the effect of a change in Current Price or a
declaration of dividends prior to the acceptance of cash subscriptions, 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 deductions and any adjustments described herein from
pay checks 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 Payoff Amount, if otherwise acceptable, will be effected
only if received by UPS and OPL on or before November 15.
DELAYED ACCEPTANCE OF SUBSCRIPTIONS; UNAVAILABILITY OF SHARES.
From time to time, delays in the ability of UPS or OPL 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 or OPL may not have sufficient numbers
of UPS or OPL shares immediately available to fill subscriptions after taking
into account their respective 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 OPL Common Stock under
the Managers Stock Plan. In the event that UPS or OPL determines, in the
discretion of either of them, that there are not a sufficient number of shares
of UPS Common Stock and/or OPL Common Stock available to satisfy all
subscriptions for Units or shares of OPL Common Stock which UPS and OPL have
accepted or which they anticipate accepting in any period, UPS and OPL will 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 OPL Common 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 a
determination is made, as described above, that there are not enough shares to
satisfy such subscription: 1. To allow UPS and OPL to substitute for such
unavailable UPS or OPL shares, as many available shares as possible having a
value 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 and OPL 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 and OPL 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 and
OPL to substitute for such unavailable UPS or OPL shares, as many available
shares as possible equal to or less than the value of the unavailable shares; 2.
To allow UPS and OPL 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 and OPL will reject the subscription
agreement as described below. If a participant in the Payroll Deduction Plan
makes one of the elections described above, any deducted funds not used to
purchase Units or available shares will be held by UPS, without interest, until
the earlier of: (1) investment in Units or available shares, as described above,
or (2) such subscriber requests in writing that such funds be returned, without
interest, to him or her.
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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
funds 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 OPL shares will be delivered to First Union as Trustee under the Stock Trust
and as Custodian for OPL 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 will be sold at the Unit Price in effect when the subscription is
accepted by both UPS and OPL. Subscribers who remitted payment with their Cash
Subscription Agreement and whose subscriptions have not been accepted by UPS and
OPL at the time of an increase in the Current Price of either UPS Common Stock
or OPL Common Stock will be notified of the increase, and the individual
subscriber may then choose either (i) to withdraw his/her subscription, (ii) to
pay the additional amount needed to equal 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 OPL shares in a Unit decreases
at any such time, UPS or OPL, as applicable will give notice to subscribers of
this fact and afford them the opportunity to withdraw their subscription or, in
the alternative, 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 of Directors. 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 OPL Common Stock generally changes only in early January of
each year when OPL announces the audited net 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 OPL Common Stock is likely to occur before the
February 15 Quarterly Purchase Date, the Current Price of all Units to which an
eligible employee has subscribed in the November through January Quarterly
Purchase Period, including Units for which payroll deductions were made prior to
the change, will be affected by the change in the Current Price of OPL Common
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 OPL share multiplied by the number of shares of OPL Common 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 OPL Common 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 regular pay checks 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 OPL, 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.
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REJECTION OF SUBSCRIPTIONS.
UPS and OPL each retain the right to accept or reject any subscription
until the subscription has been accepted. Since the primary purpose of the Plan
is to enhance the ownership relationship of eligible employees with UPS, events
such as changes in a subscriber's employment status with UPS 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 Plan generally or in particular areas may
require the rejection of subscriptions or suspension of solicitations. These
examples are intended to illustrate reasons why UPS and OPL must reserve the
right to reject any subscription or group of subscriptions and are not intended
to limit the discretion of UPS and OPL to reject any subscription. In addition,
UPS and OPL expect that they will reject subscriptions which fail to comply with
the terms of the Plan as described in this Prospectus and in the applicable
subscription agreement, although they 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 cash subscriptions, UPS will
refund to the subscriber, or if applicable will cause First Union to refund to
the subscriber, without interest, any monies paid by such subscriber on account
of his or 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 his/her pay checks. UPS may also reject any
quarterly subscription to Units after making deductions from a subscriber's pay
checks by returning the amount deducted, without interest, to the subscriber.
WITHDRAWAL OF PAYROLL DEDUCTION PLAN SUBSCRIPTIONS; CHANGE IN THE AMOUNT TO BE
DEDUCTED.
An eligible employee who has submitted a Subscription Agreement and Payroll
Deduction Authorization and subscribed to Units to be paid for by means of
deductions from future pay checks and/or Payoff Amounts 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 pay
checks commencing with pay checks 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 Payoff Amount 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 payroll 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 receive a refund of
any amount previously deducted from his/her pay checks and/or Payoff Amounts 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 Payoff Amount. 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 pay
checks during such Quarterly Purchase Period in the case of quarterly
subscriptions, or the amount scheduled to be deducted from such subscriber's
Payoff Amount in the case of subscriptions payable from the Payoff Amount. No
fractional Units or fractional shares of OPL Common 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 payroll 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 Payoff Amount may do
so by submitting a new Subscription Agreement and Payroll Deduction
Authorization which UPS must receive by November 15.
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DELIVERY OF THE UPS AND OPL SHARES FOR THE ACCOUNT OF PURCHASERS UPON
ACCEPTANCE.
As soon as practicable after UPS and OPL have accepted a subscription, (i)
UPS will deliver to the Trustee of the Stock Trust, for the benefit of the
subscriber, the UPS shares subscribed to by the purchaser and (ii) OPL will
deliver to the Custodian of the OPL shares, for the benefit of the subscriber,
the OPL 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 OPL shares will be sent to subscribers by First Union
as Custodian for the OPL shares.
The OPL 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 OPL Bye-Laws. Any cash
dividends and other distributions which may be paid on the OPL shares will be
promptly remitted by First Union, as Custodian, to the shareowner.
Owners of OPL shares held by First Union 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 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 OPL 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 purchaser, First Union will
continue to hold such shares, as Custodian for the purchaser.
RIGHTS OF UPS TO REPURCHASE UPS SHARES SOLD PURSUANT TO THE PLAN.
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 market value (as provided 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 or 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 EMPLOYEES STOCK TRUST" herein.
RIGHTS OF OPL TO REPURCHASE OPL SHARES SOLD PURSUANT TO THE PLAN.
The Bye-Laws of OPL provide OPL with the right to purchase all or a portion
of the shares of OPL Common Stock which a shareowner seeks to sell or otherwise
attempts to transfer for value to a third party 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. See "DESCRIPTION OF OPL COMMON STOCK -- OPL's Right of First
Refusal." In addition, all shares of OPL Common Stock sold pursuant to the Plan
will be subject to the right of OPL, pursuant to its Bye-Laws, to purchase such
shares at their Current Price following the shareowner's death, retirement from
or other termination of employment with UPS, OPL or any of their respective
subsidiaries. See "DESCRIPTION OF OPL COMMON STOCK -- OPL's Right to Purchase
Shares Subscribed to pursuant to the Plan."
CHANGE IN THE PLAN; INTERPRETATION.
UPS reserves the right, in its sole discretion, to change any term or
condition of, or terminate in its entirety, the Plan at any time, or from time
to time. The interpretation of the terms and conditions of the Plan 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
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made by the Board of Directors or any such committee from time to time is final
and binding upon all offerees and subscribers in the Plan.
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 OPL Common 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 OPL, as the case may be, as a
stock split or stock dividend, or other similar event, then, unless the Board of
Directors of UPS or OPL shall otherwise expressly determine, the number or type
of shares of UPS Common Stock or OPL Common 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 currently is authorized to issue 900,000,000 shares of 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
currently 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 other matters, except that, generally, any shareowner or
shareowners acting as a group (other than the Stock 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 the Plan 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 EMPLOYEES 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 30 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 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.
UPS EMPLOYEES STOCK TRUST
The Stock Trust is a method by which employees 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 employment at 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 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 periodic statements of the number of shares
of UPS
15
<PAGE> 17
Common Stock held for their benefit and of dividends paid on those shares,
annual reports, proxy statements and other communications of UPS to its
shareowners. A participant may vote his or 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 or 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 at the
time of 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. UPS historically has interpreted fair market value
to mean the then 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 month period immediately preceding the receipt by UPS from the
Trustee of the shares being purchased. UPS anticipates that it will purchase all
shares which participants ask 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 to receive
them, free and clear of the Stock 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 "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 Stock 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, 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 transferees of the participant (all such transferees, collectively the
"participant's transferees") agree 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 following the 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 the participant's transferees,
unless the owner requests withdrawal of shares from the Stock 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
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.
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 at fair market value upon 90 days' prior written notice of
intention to purchase. UPS may assign its purchase rights under the Stock Trust
to another party.
DESCRIPTION OF OPL COMMON STOCK
OPL currently 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
currently 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.
16
<PAGE> 18
Each share of OPL Common Stock is entitled to one vote in the election of
directors and other matters except that any "Substantial Shareholder," as
defined in OPL's Bye-Laws, is entitled to only 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, 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, PA 19109.
OPL'S RIGHT OF FIRST REFUSAL.
OPL's Bye-Laws provide that no outstanding shares of OPL 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 but they may
not be transferred upon foreclosure unless they have first been offered to OPL
in the manner described above.
OPL'S RIGHT TO PURCHASE SHARES SUBSCRIBED TO PURSUANT TO THE PLAN.
The Bye-Laws of OPL afford OPL the right to purchase the OPL shares
subscribed for pursuant to the Plan following the beneficial owner's retirement,
death or other termination of employment with UPS or OPL or their respective
subsidiaries. OPL may exercise this right to purchase all or a portion of the
OPL 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 UPS Common Stock) or in cumulative annual
installments of up to 10% per year of such shares during a period of 13 years
following such termination (if the shareowner then owns 500 or more such
shares). The purchase price is the per share net book value of OPL Common Stock
as determined from OPL's 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 OPL shares. Any transferee of OPL shares will hold
those shares subject to this right of purchase by OPL.
Additionally, under OPL's Bye-Laws, OPL has other rights to purchase OPL
Common Stock at its net book value per share under certain circumstances.
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,
17
<PAGE> 19
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 January 1, 1997, Mr. Brown owned 24,500 shares of UPS
Common Stock.
LEGAL MATTERS CONCERNING THE OPL SHARES
The due issuance of the OPL shares being offered 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 OPL in the United States for service of process. His
address is One Peachtree Center, 303 Peachtree Street, N.E., Suite 2800,
Atlanta, Georgia 30308-3252.
NOTICE TO RESIDENTS OF CALIFORNIA
The offering of securities pursuant to the Plan is not being extended to
California residents. However, UPS and OPL are willing to consider the waiver of
their rights of first refusal relating to shares of UPS Common Stock and OPL
Common Stock to enable eligible employees who are residents of California and
who seek to purchase shares of UPS Common Stock and OPL Common 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 OPL Common Stock may not be effected by means of
payroll 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 for forwarding to First Union as Transfer Agent, a check or money order,
made payable to "First Union National Bank," in an amount equal to the purchase
price of the shares of OPL Common 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 Payoff Amount. If such payment is not
received in a timely fashion, UPS and OPL reserve 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, if UPS allows, to fulfill the
subscription only for shares of UPS Common Stock. Payroll 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 employee resident in Indiana subscribes to a number of Units
in any Quarterly Purchase Period or from the Payoff Amount which is not evenly
divisible by four, resulting in a subscription for a fractional number of shares
of OPL Common Stock, then UPS and OPL may, at their 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 and OPL intend to reject subscriptions that are for
fractional amounts.
18
<PAGE> 20
AVAILABLE INFORMATION
UPS and OPL are each subject to the informational requirements of 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 UPS AND OPL 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 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
of OPL dated January 31, 1984, as amended and restated by the Form 8 of OPL
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 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 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 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. In addition, UPS and
OPL will each, upon written or oral request, provide without charge to any
person to whom this Prospectus is delivered a copy of such other documents as
are required to be delivered under Rule 428(b) of the Securities Act of 1933, as
amended. 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, 8 Wesley
Street, Hamilton HM GX, Bermuda, (441) 295-0788.
19
<PAGE> 21
OPL is a Bermuda corporation with offices in Hamilton, Bermuda, and certain
of its directors are residents of Bermuda. A substantial portion of OPL's 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.
20
<PAGE> 22
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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 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
UNITS 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>
<CAPTION>
PAGE
TABLE OF CONTENTS ----
<S> <C>
The Companies........................................ 3
UPS................................................ 3
OPL................................................ 3
Periodic Reports Distributed to Shareowners.......... 4
Potential Conflict of Interest....................... 4
The Plan............................................. 4
Reasons for the Plan............................... 4
Administration of the Plan......................... 5
Term of the Plan................................... 5
Use of Proceeds.................................... 6
Tax Aspects of the Plan............................ 6
Eligibility to Subscribe........................... 6
How to Subscribe................................... 7
Provisions of the Subscription Agreement........... 8
How to Calculate the Unit Price.................... 9
Acceptance of Subscriptions by UPS and OPL......... 10
Normal Processing and Acceptance of
Subscriptions.................................... 10
Delayed Acceptance of Subscriptions; Unavailability
of Shares........................................ 11
Effects of Changes in Current Prices or Dividends
on Unaccepted Subscriptions...................... 12
Rejection of Subscriptions......................... 13
Withdrawal of Payroll Deduction Plan Subscriptions;
Change in the Amount to be Deducted.............. 13
Delivery of the UPS and OPL Shares for the Account
of Purchasers upon Acceptance.................... 14
Rights of UPS to Repurchase UPS Shares Sold
pursuant to the Plan............................. 14
Rights of OPL to Repurchase OPL Shares Sold
pursuant to the Plan............................. 14
Change in the Plan; Interpretation................. 14
Description of UPS Common Stock...................... 15
The UPS Right of Preferential Purchase............. 15
UPS Employees Stock Trust............................ 15
Description of OPL Common Stock...................... 16
OPL's Right of First Refusal....................... 17
OPL's Right to Purchase Shares Subscribed to
pursuant to the Plan............................. 17
Experts -- UPS....................................... 17
Experts -- OPL....................................... 18
Legal Matters Concerning the UPS Shares.............. 18
Legal Matters Concerning the OPL Shares.............. 18
Notice to Residents of California.................... 18
Notice to Residents of Indiana....................... 18
Available Information................................ 19
Incorporation of Certain UPS and OPL Documents by
Reference.......................................... 19
</TABLE>
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
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> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee............................................ $21,575.76
Transfer Agent's and Custodian Fees and Expenses............ $ 3,200.00
Accounting.................................................. $ 3,000.00
Printing.................................................... $15,000.00
Legal....................................................... $10,000.00
Miscellaneous............................................... $ 1,000.00
----------
Total............................................. $53,775.76
==========
</TABLE>
- ---------------
* 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 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 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 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-5 hereof.
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-1
<PAGE> 24
(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.
(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.
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.
II-2
<PAGE> 25
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> 26
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: January 28, 1997 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
--------- ----- ----
<C> <C> <S>
/s/ BRUCE M. BARONE President, Chief Executive January 28, 1997
- ----------------------------------------------------- Officer, Principal Financial
(Bruce M. Barone) Officer, and Director
/s/ ROBERT J. CLANIN Director January 28, 1997
- -----------------------------------------------------
(Robert J. Clanin)
/s/ JOSEPH M. PYNE Director January 28, 1997
- -----------------------------------------------------
(Joseph M. Pyne)
Director January 28, 1997
- -----------------------------------------------------
(Cyril E. Rance)
/s/ EDWIN H. REITMAN Chairman January 28, 1997
- ----------------------------------------------------- of the Board and Director
(Edwin H. Reitman)
/s/ LEOPOLD A. SCHMIDT Vice President and Treasurer January 28, 1997
- ----------------------------------------------------- (Principal Accounting Officer)
(Leopold A. Schmidt)
Director January 28, 1997
- -----------------------------------------------------
(Walter A. Scott)
/s/ MICHAEL J. MOLLETTA Authorized Representative in January 28, 1997
- ----------------------------------------------------- the United States
(Michael J. Molletta)
</TABLE>
II-4
<PAGE> 27
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
<CAPTION>
DESIGNATION OF
DESIGNATION DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN
OF EXHIBIT DESCRIPTION OF EXHIBIT PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT
- ----------- ---------------------- -------------------------------- ---------------
<C> <S> <C> <C>
4(a) Certificate of Incorporation Registrant's Registration Exhibit 3(a)
Statement on Form S-1
(Registration Statement No.
2-95460)
4(b) Bye-Laws, as amended to date Registrant's Definitive Proxy Exhibit "D"
Statement dated July 3, 1996 on
Schedule 14A, File No. 000-11538
99 Custody Arrangements for Registrant's Registration Exhibit 28(a)
Overseas Partners Ltd. Common Statement on Form S-1
Stock (Registration Statement No.
2-95460)
EXHIBITS FILED HEREWITH
4(c) Specimen Certificate of Overseas
Partners Ltd. Common Stock
4(d) Subscription Agreement -- Cash
Purchase
4(e) Subscription
Agreement -- Eligible Fiduciary
4(f) Subscription Agreement and
Payroll Deduction Authorization
5 Opinion of Conyers, Dill &
Pearman
23(a) Consent of Deloitte & Touche Re:
Overseas Partners Ltd.
23(b) Consent of Conyers, Dill &
Pearman (included in Exhibit 5)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4(C)
OVERSEAS PARTNERS LTD.
INCORPORATED IN THE
ISLANDS OF BERMUDA UNDER THE
COMPANIES (INCORPORATION BY REGISTRATION) ACT, 1970
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF
THE PAR VALUE OF $.10 EACH OF THE COMMON STOCK OF
- --------------------------------------------------------------------------------
OVERSEAS PARTNERS LTD.,
- --------------------------------------------------------------------------------
transferable only in accordance with the Memorandum of Association and the
Bye-laws of the said Company. Given under the Common Seal of the Company as of
the date of this Certificate.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of the duly authorized officers.
Dated:
[SEAL]
/s/ /s/
- --------------------------------- -------------------------------------
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK
(PHILADELPHIA, PA)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE> 2
The sale or other transfer of shares of the Company, or any interest therein,
as represented by this certificate, whether voluntary or involuntary or by
operation of law, is subject to a right to purchase by the Company as more
fully provided for in the Bye-laws of the Company. The holder of this
certificate is hereby put on notice that any transfer or sale of the shares
represented by this certificate in violation of said right of purchase will be
null and void and of no force or effect whatsoever. Copies of the Bye-laws of
the Company are available for inspection during business hours at the Company's
principal place of business.
In addition to the right of purchase in connection with the sale or transfer of
the shares of the Company or any interest therein stated above, the Company has
the right to purchase the shares of the Company represented by this certificate
in certain circumstances. Any transferee of these shares shall hold them
subject to such rights.
The following abbreviations, when used on the face of this certificate, shall
be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
For value received_____________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.
Dated_________________________________
_________________________________
In Presence of:
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE> 1
EXHIBIT 4(D)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
To subscribe to Units, complete, sign, date and forward an original of this
Subscription Agreement with the enclosures set forth below first to the District
Controller (for the district in which you are employed) to verify eligibility,
and then to the address below if requested by the District Controller:
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock Trust
c/o First Union National c/o Employee Shareholder [] Non-Union/Non-Management --
Bank Services Employees Stock Trust
P.O. Box 41784 First Union National Bank
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</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 subscribed to from
UPS and 1/4 share of Overseas Partners Ltd. ("OPL") Common Stock subscribed to
from OPL, except as may be provided below. If such number of Units is not evenly
divisible by four, UPS and OPL may, at their 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 "First Union
National Bank" as Transfer Agent 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 OPL share
(i.e. one-fourth of the net book value of an OPL share as determined from OPL's
most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their 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 and OPL 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.
<TABLE>
<S> <C>
(a) I hereby authorize UPS, as my agent, 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) I hereby authorize OPL, as my agent, to deliver the OPL
shares to which I have subscribed (the "OPL Shares") to
First Union, as Custodian, to be held for my benefit as more
fully described in the Prospectus.
</TABLE>
4. 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 and OPL each have the right, in their discretion, to
accept or reject my subscription;
(c) My subscription will become binding upon UPS and OPL only
upon acceptance by both UPS and OPL;
(d) My rights with respect to refund of funds held by First
Union 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 both UPS and OPL, which may be greater or less
than the Current Prices in effect at the date of this
Subscription 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 both UPS and OPL, 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;
(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; and
(i) This Subscription Agreement will be deemed to be a
subscription to UPS as to the UPS Shares and a subscription
to OPL as to the OPL Shares.
</TABLE>
- --------------------------------------------------------------------------------
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
<TABLE>
<S> <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
- ---------------------------------------------------------------------------- -----------------------------------------
1/97 EMPLOYEE SIGNATURE SIGNATURE OF PERSON VERIFYING ELIGIBILITY
</TABLE>
<PAGE> 1
EXHIBIT 4(E)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
(Eligible Fiduciaries)
To subscribe to Units for a self-directed individual retirement account
("IRA"), both the eligible employee and the eligible fiduciary must complete,
sign, date and deliver an original of this Subscription Agreement and the
enclosures set forth below directly to United Parcel Service of America, Inc.,
c/o First Union National Bank at the address below.
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock Trust
c/o First Union National c/o Employee Shareholder [] Non-Union/Non-Management --
Bank Services Employees Stock Trust
P.O. Box 41784 First Union National Bank
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</TABLE>
Ladies and 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 subscribed to from UPS and
1/4 share of Overseas Partners Ltd. ("OPL") Common Stock subscribed to from
OPL, except as may be provided below. If such number of Units is not evenly
divisible by four, UPS and OPL may, at their 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
"First Union National Bank" as Transfer Agent 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 OPL share
(i.e. one-fourth of the net book value of an OPL share as determined from OPL's
most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their discretion,
that there are not enough UPS or OPL shares available to satisfy the
undersigned's subscription for such shares contained in the Units, the
undersigned hereby authorizes UPS and OPL 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.
<TABLE>
<S> <C>
(a) The undersigned hereby authorizes UPS, as agent for the
undersigned, 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) The undersigned hereby authorizes OPL, as agent for the
undersigned, to deliver the OPL shares to which the
undersigned has subscribed (the "OPL Shares") to First
Union, as Custodian, to be held as more fully described in
the Prospectus.
</TABLE>
4. 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 and OPL each have the right, in their discretion, to
accept or reject the undersigned's subscription;
(c) The undersigned's subscription will become binding upon UPS
and OPL only upon acceptance by both UPS and OPL;
(d) The undersigned's rights with respect to refund of funds
held by First Union 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 both UPS and OPL,
which may be greater or less than the Current Prices in
effect at the date of this Subscription Agreement, and the
undersigned's rights with respect to a change in the price
of Units are as set forth in the Prospectus;
(f) Upon acceptance by both UPS and OPL, this Subscription
Agreement shall be binding upon and inure to the benefit of
the undersigned's successors and assigns.
(g) The undersigned has read the Prospectus and is familiar with
its terms;
(h) 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; and
(i) This Subscription Agreement will be deemed to be a
subscription to UPS as to the UPS Shares and a subscription
to OPL as to the OPL Shares.
</TABLE>
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
<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
/ / / / / / / / / /
- ------------------------------------------------------------ ------------------------------------------------------------
1/97 Social Security Number of Employee Date
</TABLE>
<PAGE> 1
GENERAL EXHIBIT 4(F)
SUBSCRIPTION AGREEMENT AND PAYROLL DEDUCTION AUTHORIZATION
To subscribe to Units, complete, sign, date and forward an original of this
Subscription Agreement with the enclosures set forth below first to the District
Controller (for the district in which you are employed) to verify eligibility,
and then to the address below if requested by the District Controller:
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock
c/o First Union National c/o Employee Shareholder [] Trust
Bank Services Non-Union/Non-Management --
P.O. Box 41784 First Union National Bank Employees Stock Trust
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</TABLE>
Ladies and 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") subscribed to from UPS and one-fourth of a
share of the common stock of Overseas Partners Ltd. ("OPL") subscribed to from
OPL ("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 OPL share (i.e. one-
fourth of the net book value of an OPL share as determined from OPL's 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 OPL Common Stock to be included in the Units to
which I subscribe, as set forth in paragraph 4(i) below.
2. Election. In the event UPS and OPL determine, in their 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 and OPL to do the
following: (please check one box):
[ ] To substitute for such unavailable UPS or OPL 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 and OPL 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.
(a) I hereby authorize UPS, as my agent, 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) I hereby authorize OPL, as my agent, to deliver the OPL shares to which I
have subscribed (the "OPL Shares") to First Union, as Custodian, to be held
for my benefit as more fully described in the Prospectus.
4. Further Provisions.
I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS and OPL each have the right, in their discretion, to accept or reject
my subscription;
(c) My subscription will become binding upon UPS and OPL only upon acceptance
by both UPS and OPL;
(d) My rights with respect to refund of funds held by UPS and/or First Union
pending delivery of shares, withdrawal or rejection of my subscription are
as set forth in the Prospectus, and will not include interest thereon. My
eligibility to purchase shall be determined as set forth in the Prospectus;
(e) The Units to which I have subscribed will be sold to me at the Current
Prices in effect at the time this subscription is accepted by both UPS and
OPL, which may be greater or less than the Current Prices in effect at the
date of this Subscription 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 both UPS and OPL, 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;
(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;
(i) 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 for forwarding to "First Union National Bank," as Transfer
Agent, by means of a bank cashier's or personal check or money order, the
purchase price of the shares of OPL Common Stock included in the Units that
I have subscribed to by the first day of the month in which a Quarterly
Purchase Date occurs (as set forth in the Prospectus), or by November 15 in
the case of subscriptions to be paid for out of the Payoff Amount. If I do
not make such cash payment in a timely fashion UPS and OPL may, in their
discretion, (i) reject my subscription in its entirety, in which case I
will not be entitled to purchase any securities, or (ii) if UPS allows,
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; and
(j) This Subscription Agreement will be deemed to be a subscription to UPS as
to the UPS Shares and a subscription to OPL as to the OPL Shares.
In connection with the foregoing, I understand that UPS and OPL may reject
this subscription, and may exercise other rights, all as set forth in the
Prospectus.
II. Payroll Deduction Authorization
The undersigned 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 First Union in its capacity as Transfer Agent for UPS and for OPL, in payment
of the purchase price of the shares thereby subscribed to.
If I have subscribed to the quarterly purchase of UPS and OPL 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 OPL shares through
deductions from my One-Half Month paycheck or Payoff Amounts, 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 or
OPL, 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. All signatures must be original. No photocopies will
be accepted.
<TABLE>
<S> <C>
/ / / / / / / / /
- ------------------------------------------------------------ ------------------------------------------------------------
Employee Social Security No.
------------------------------------------------------------
(District or Location of eligible employee)
( ) ------------------------------------------------------------
- ------------------------------------------------------------ (Full Name of eligible employee)
Daytime telephone number
- ------------------------------------------------------------ ------------------------------------------------------------
Date (Home Address of eligible employee)
- ------------------------------------------------------------ ------------------------- ---------------- --------------
1/97 Witness (Signature of person other than subscriber) City State Zip Code
------------------------------------------------------------
(Signature of eligible employee)
</TABLE>
<PAGE> 1
EXHIBIT 5
January 28th, 1997
The Board of Directors
Overseas Partners Ltd.
Craig Appin House
8 Wesley Street
Hamilton HM GX
Bermuda
Dear Sirs
Re: Overseas Partners Ltd. - Registration Statement on Form S-3 Regarding UPS
1997 Employees Stock Purchase Plan - January, 1997 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 common stock of Registrant, being offered and sold by it as described
in the Registration Statement, are legally and validly issued, fully paid and
non-assessable shares of Registrant's common 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
January 28, 1997
