<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
REGISTRATION NO. 333-
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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.)
MINTFLOWER PLACE, 8 PAR-LA-VILLE ROAD, HAMILTON HM 08, 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 LLP
SUITE 2800
SUNTRUST PLAZA
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
MINTFLOWER PLACE, 8 PAR-LA-VILLE ROAD, HAMILTON HM 08, BERMUDA
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED DISTRIBUTION: On or about
January 26, 1998.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are due to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per
share............... 1,140,000 $14.24 $16,233,600 $4,788.91
==================================================================================================================
</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.
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
, 1998
[UPS LOGO]
UNITED PARCEL SERVICE OF AMERICA, INC.
OVERSEAS PARTNERS LTD.
UPS MANAGERS INCENTIVE PLAN AWARDS
This Prospectus relates to the distribution by United Parcel Service of
America, Inc. ("UPS") of awards to its eligible managerial and supervisory
employees pursuant to the UPS Managers Incentive Plan (the "Plan"), and
distributions by Overseas Partners Ltd. ("OPL") for the purpose of facilitating
such awards. The awards consist of shares of the common stock of UPS ("UPS
Common Stock"), subject to the UPS Managers Stock Trust, as amended and restated
(the "Trust"), and shares of the common stock of Overseas Partners Ltd. ("OPL
Common Stock"). Subject to UPS's needs and ability, UPS and OPL intend that UPS
will purchase shares of OPL Common Stock from OPL for the purpose of fulfilling
awards, and OPL will deposit the applicable shares of OPL Common Stock at UPS's
instructions for the account of the applicable eligible managerial or
supervisory employees. Recipients of awards also receive cash equal to certain
tax withholdings on the value of the awards. UPS is making awards under the Plan
having an award value of approximately $245,984,000, to approximately 25,726
eligible managers and supervisors of numerous UPS domestic and international
subsidiaries. The award value will include approximately 4,560,000 shares of UPS
Common Stock ("UPS Shares") and 1,140,000 shares of OPL Common Stock ("OPL
Shares"). The distribution of the UPS Shares and OPL Shares included in the
awards will occur in January, 1998.
The UPS Shares and the OPL Shares are subject to rights of first refusal
and certain other repurchase rights. See "Description of UPS Common Stock,"
"Description of OPL Common Stock," "The Plan" and "The Trust" herein. Delivery
of OPL Shares will be effected initially by deposit of the OPL Shares with First
Union National Bank, Philadelphia, Pennsylvania ("First Union") as custodian for
the accounts of the respective recipients.
This Prospectus is intended to provide recipients of awards with
information concerning the Plan, the Trust, UPS and the UPS Common Stock, and
OPL and the OPL Common Stock. For purposes of this Prospectus, references herein
to managerial and supervisory employees of UPS, and references to employment by
UPS, shall include employees of, and employment by, UPS and its subsidiaries.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE
---------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<PAGE> 3
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 managers and supervisors actively employed by UPS or
their families, or by former employees, their estates or heirs, or by charitable
foundations established by UPS founders and their family members, or by other
charitable organizations which have acquired their stock by donations from such
shareowners or from UPS itself. In 1995, UPS began to extend ownership pursuant
to the UPS Employees Stock Purchase Plan to other employees who have at least
one year of employment with UPS.
The Common Stock of UPS is not traded on a national securities exchange or
in the organized over-the-counter market. UPS has been the principal purchaser
of shares of UPS Common Stock through exercise of preferential and other rights
to purchase such shares and through offers to purchase shares from shareowners
as more fully described herein under "DESCRIPTION OF UPS COMMON STOCK," and "UPS
MANAGERS INCENTIVE PLAN AND UPS MANAGERS STOCK TRUST -- The Trust."
The executive offices of UPS are at 55 Glenlake Parkway, NE, Atlanta,
Georgia 30328, and its telephone number is (404) 828-6000.
OPL
OPL and its subsidiaries are engaged in property, casualty and life
reinsurance and leasing and real estate operations. Its major source of business
is reinsuring of shippers' insurance issued by United States-based insurance
companies covering loss or damage to shippers' packages carried by subsidiaries
of UPS. OPL, through its United States-based leasing subsidiary, is involved in
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 Mintflower Place, 8 Par-La-Ville Road, Hamilton HM 08,
Bermuda, and its telephone number is (441) 295-0788.
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
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developments in UPS's business and earnings and informing shareowners of the
Current Price of a share of UPS Common Stock. OPL prepares and distributes to
its shareowners quarterly reports containing financial data for the first three
quarters of each fiscal year. All currency amounts contained in the reports
prepared by OPL are reported in United States dollars. 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' insurance,
OPL does not believe that there is any basis to question the rates charged by
the primary insurers reinsured by OPL, which rates are competitive with those
charged to shippers utilizing other carriers. Additionally, in connection with
major transactions in which UPS and OPL have been involved, primarily leasing
transactions, OPL has generally obtained fairness or valuation opinions from one
or more leading investment banking firms or other organizations with significant
expertise in the evaluation of the interests involved.
UPS MANAGERS INCENTIVE PLAN AND UPS MANAGERS STOCK TRUST
Set forth below are some frequently asked questions relating to the Plan
and the Trust, under which the UPS Shares awarded pursuant to the Plan are held.
THE PLAN
TO WHOM ARE AWARDS MADE UNDER THE PLAN?
The Plan is a deferred compensation plan for eligible employees of UPS. To
be eligible to receive awards under the Plan, an employee must be a Center
Supervisor or have equal or greater managerial, supervisory or technical
responsibilities, and must agree to deposit UPS Shares awarded pursuant to the
Plan in the Trust. In December of each year, the Salary Committee selects the
employees who are to receive awards, primarily on the recommendation of their
district, regional and corporate group managers. Once the Salary Committee
selects the employees who are to receive the awards, the employee names are
included in an update to the Social Security Wage posting for December of that
year and each employee receives a Notice of Participation from his or her
manager. An employee's right to the award vests absolutely upon the inclusion of
the employee's name in the update to the Social Security Wage posting or upon
his or her receipt of the Notice of Participation, whichever occurs first. The
awards are distributed in January of the following year. The receipt of an award
in any year does not entitle an individual to an award in any subsequent year.
WHO ADMINISTERS THE PLAN?
The Plan is administered by the Salary Committee of the Board of Directors
of UPS. The Salary Committee is composed of two members of the Board of
Directors of UPS who serve as Committee members and an administrator. The
Committee members and the administrator serve as managers of the Plan, are
appointed by the Board of Directors, and serve without any additional
compensation at the discretion of the Board. The current members are Messrs.
Robert J. Clanin and James P. Kelly and the administrator is Lea N.
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Soupata, and their addresses are 55 Glenlake Parkway, NE, Atlanta, Georgia
30328. 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.
The Salary Committee may grant awards under the Plan to any eligible
employee other than an employee who is a member of the Board of Directors, an
officer as defined by Rule 16a-1 under the Exchange Act ("16a-1 Officer") or a
member of the Salary Committee. Members of the Board of Directors and Salary
Committee may not participate in any decision or action affecting them unless
such decision affects all participants generally. All of the members of the
Salary Committee are employees and directors of UPS.
Directors, 16a-1 Officers and members of the Salary Committee are eligible
to receive awards if they are also employees of UPS or its subsidiaries, except
that all decisions regarding the awards to eligible Directors, 16a-1 Officers
and members of the Salary Committee are made by the Officer Compensation
Committee, no member of which is eligible to receive awards. All of the members
of the Officer Compensation Committee are non-employee, outside Directors, who
are appointed by the Board of Directors annually and may be removed by the Board
of Directors.
HOW IS THE AMOUNT OF EACH AWARD DETERMINED?
UPS generally sets aside for awards under the Plan an amount equal to 15%
of UPS's consolidated profits before federal income taxes, exclusive of certain
capital gains and losses, and the effect of certain nonrecurring transactions or
accounting changes, for the 12 months ended the September 30 immediately
preceding the date of the set-aside.
The amount set aside for the 1997 awards was $204,987,000. The total amount
set aside for 1997 was then divided among all of the individuals selected to
receive awards in proportion to their monthly salary rates at September 30, with
each of approximately 9,838 participants, generally at or above the level of
Operating Center Manager, receiving two units of credit for every dollar of
monthly salary, and each of approximately 15,888 other employees below that
level receiving one unit of credit for every dollar of monthly salary. Awards
for foreign participants may be subject to adjustment by the Salary Committee to
reflect differences in compensation practices in the country of residence as
compared to the United States. Each participant will receive an award that
includes shares of UPS Common Stock and OPL Common Stock which, together with
cash equal to certain tax withholdings on the award, has a value, as of the time
the award is distributed, equal to the value of the units of credit received by
such participant.
Individuals receiving awards who have previously deposited shares of UPS
Common Stock under the Trust also receive additional awards equal to the lesser
of (a) one month's salary at the September 30 rate or (b) 2 1/2% of the cost of
stock deposited under the Trust for their account, less the proceeds of sales of
any of that stock, as of October 31. These additional awards, aggregating
approximately $40,997,000, encourage supervisors and managers to build their
Trust interest through retention of the shares awarded to them each year. This,
in turn, serves as an incentive toward greater effort and accomplishment of
their jobs.
WHAT IS THE FORM OF THE AWARDS?
Awards consist of shares of UPS Common Stock subject to the Trust, shares
of OPL Common Stock, and cash amounts equal to certain tax withholdings on the
value of the awards, except that managers and supervisors of certain of UPS's
international subsidiaries receive awards of cash for the purchase of shares
under the Plan, and that awards to managers and supervisors who are no longer
employed by UPS on the date of distribution of the awards will consist solely of
cash. It is anticipated that UPS Common Stock and OPL Common Stock will be
awarded in a ratio of four shares of UPS Common Stock for each share of OPL
Common Stock, although the proportion of UPS Common Stock and OPL Common Stock
to be awarded is determined by the Board of Directors annually.
The UPS Shares are valued at the price that UPS is offering to pay its
shareowners for UPS Common Stock when the awards are distributed (the "Current
Price"). All UPS Shares awarded under the Plan are shares which UPS has
previously purchased from its own shareowners primarily for awards under the
Plan.
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The OPL Shares awarded under the Plan are valued at the price at which OPL
is entitled to repurchase such shares from shareowners when the awards are
distributed, as determined in accordance with OPL's rights to purchase OPL
Common Stock specified in OPL's Bye-Laws.
WHAT ARE THE TAX CONSEQUENCES OF THE AWARDS?
For Federal income tax purposes, the fair market value of UPS Shares and
OPL Shares awarded under the Plan, plus the amount of cash awarded, is taxable
to the recipient as ordinary income for the year in which the award is paid. The
cash portion of the award is equal to the amount that UPS is required by Federal
income tax laws, state laws, and local laws to deduct from the compensation of
the participant and is paid directly to the appropriate taxing authorities. Such
amount does not, however, necessarily represent the entire tax liability of the
participant resulting from the award. When an award necessitates the withholding
of taxes under the Federal Insurance Contributions Act ("FICA"), UPS advances
the payment of the FICA taxes for the employee's account. The amount advanced is
charged to the employee ratably over the remainder of the year from the time of
distribution and is deducted from compensation.
In the case of an officer or director of UPS or of OPL who is subject to
the provisions of Section 16(b) of the Exchange Act, the receipt of income in
connection with the receipt of any UPS Shares or OPL Shares the sale of which
would be restricted by the Exchange Act will be deferred until such date as the
restriction lapses. In addition, the amount of such income will be measured by
the value of the UPS Shares or OPL Shares on the date the restriction under the
Exchange Act lapses rather than on the date of receipt. However, such an officer
or director may elect to receive income on the date the award is paid and to
measure the income by the value of the shares on such date by filing an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), within thirty days of the date on which the award is paid.
Any gain or loss realized by a participant from a later sale of UPS Shares
or OPL Shares would be reportable as a capital gain or loss. Each participant
should consult his or her own tax advisor with respect to his or her personal
tax situation.
The Plan is not qualified under Section 401(a) of the Code, nor is it
subject to the provisions of the Employee Retirement Income Security Act of
1974.
WHY DOES UPS MAINTAIN THE PLAN AND WHY IS UPS ARRANGING FOR A PORTION OF THE
AWARDS TO BE PAID IN STOCK OF OPL?
Since establishment of its business in 1907, UPS has consistently
recognized that its success is dependent upon the initiative, dedication and
talent of its managers and supervisors. Over the years UPS has sought in many
ways to facilitate ownership of its stock by its own managers and supervisors.
Recently, UPS has decided to expand on this concept by offering UPS Common Stock
to certain other employees.
The Plan was adopted by the Board of Directors in 1954, expanded in 1968
and amended from time to time thereafter to enable managers and supervisors of
UPS to share in the ownership of UPS and OPL by the award of shares of OPL
Common Stock, which have historically been purchased by UPS with funds derived
from its earnings. UPS believes that distributions of OPL Common Stock to
managers and supervisors, like distributions of UPS Common Stock, will
constitute an incentive to them and will further the objectives of the Plan.
Such distributions, coupled with OPL's rights of purchase described below, will
help to maintain ownership of OPL Common Stock largely in the hands of UPS
shareowners, although the shares of OPL and of UPS may be transferred separately
one from the other. Accordingly, UPS and OPL anticipate that OPL will continue
to be owned largely by UPS shareowners.
CAN THE OPL SHARES BE SOLD WHEN DESIRED?
Upon a proposed sale or other attempted transfer for value of shares of OPL
Common Stock, OPL becomes entitled, under OPL's Bye-Laws, to purchase the shares
at a price equal to the lesser of the defined
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net book value of the shares or the proposed selling price of the shares to be
sold. OPL anticipates that it will purchase all shares which shareowners may
seek to sell at a price equal to the defined net book value. See "DESCRIPTION OF
OPL COMMON STOCK."
WHAT HAPPENS TO OPL SHARES HELD BY A RECIPIENT WHEN THE RECIPIENT DIES,
RETIRES OR LEAVES UPS?
OPL has the right under its Bye-Laws to purchase from recipients, following
their retirement, death or other termination of employment with UPS, OPL, or any
of their respective subsidiaries, the shares of OPL Common Stock which have been
distributed as incentive awards. OPL may exercise this right to purchase all or
a portion of the shares of OPL Common Stock of a former employee at any time
within a period of three years following such retirement, death or other
termination (if the shareowner then owns less than 500 shares of UPS Common
Stock) or in cumulative annual installments of up to 10% of such shares during a
period of up to 13 years following such termination (if the shareowner then owns
500 or more of such shares). The purchase price is the per share net book value
of OPL Common Stock as determined from OPL's most recent audited balance sheet
as reported in its most recently published annual report mailed to its
shareowners or otherwise generally made available to its shareowners preceding
the date of purchase. A legend describing this right of purchase may be placed
on the certificates representing the OPL Shares. Any transferee of OPL Shares
will hold those shares subject to this right of purchase by OPL.
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.
WILL OPL ALWAYS EXERCISE ITS RIGHTS TO PURCHASE OPL COMMON STOCK?
UPS and OPL intend to continue to make awards of shares of OPL Common Stock
under the Plan. Subject to its needs and ability, UPS will acquire shares of OPL
Common Stock from OPL for that purpose at the price at which OPL is then
purchasing OPL Common Stock from its shareowners. However, there is no assurance
that UPS will at all times be able to purchase any or all shares of OPL Common
Stock which it may require to continue to make awards of OPL Common Stock under
the Plan. OPL intends to continue to sell to UPS shares of OPL Common Stock at
the foregoing price for the purpose of making such shares available for awards
pursuant to the Plan. Subject to its needs and ability, OPL will acquire shares
of OPL Common Stock by exercising its rights to purchase from OPL shareowners.
However, there is no assurance that OPL will at all times need or be able to
purchase any or all shares of OPL Common Stock which it is entitled to acquire
upon exercise of the rights referred to above. If OPL does not purchase the OPL
Shares that a participant wishes to sell, he or she would then be free to sell
them after the expiration of 30 days, subject to the continuing purchase rights
which OPL has with respect to OPL Common Stock. See "DESCRIPTION OF OPL COMMON
STOCK."
WHAT ARE THE CUSTODY ARRANGEMENTS RELATING TO THE OPL COMMON STOCK?
Initially, delivery of the OPL Shares by OPL will be effected by depositing
them with First Union as custodian for the recipients. Each recipient of OPL
Shares may elect to have First Union continue to hold the certificates for the
OPL Shares as custodian without cost or to have the certificates delivered to
him or her.
If a recipient elects to have First Union continue to hold the
certificates, First Union will have the OPL Shares registered in its name and
will sell or otherwise dispose of the OPL Shares only upon the recipient's
instruction and in conformity with the restrictions contained in OPL's Bye-Laws,
all as described herein. Dividends and other distributions on OPL Shares held in
custody will be promptly remitted by First Union to the shareowners.
Owners of OPL Shares held by First Union will receive periodic statements
of the number of shares of OPL Common Stock held for their account and of
dividends paid on those shares. Notice of any regular or special meeting of
shareowners of OPL will be forwarded to shareowners by First Union, which will
vote the shares as directed by the shareowners or, on request, furnish the
shareowner with its proxy thus permitting the shareowner to vote the number of
shares of OPL Common Stock held for him or her at the meeting.
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Until instructions are received by First Union requesting that the
certificates for OPL Shares be delivered to a recipient, First Union will
continue to hold shares as custodian for the recipient.
CAN THE PLAN BE CHANGED OR TERMINATED?
Although UPS has no plans to terminate or modify the Plan, it has modified
the Plan in the past, and the Board of Directors reserves the right, subject to
the vesting rules described previously, to terminate or modify the Plan at any
time. In addition, both the Board of Directors and the Salary Committee retain
discretion to make no awards, or awards amounting to less than 15% of net
profits, in any year, and the Board of Directors and Executive Committee retain
discretion to disregard the effects of certain nonrecurring transactions or
accounting changes in computing the amount of awards under the Plan.
THE TRUST
WHAT IS THE TRUST?
The Trust is a method by which individuals who manage and supervise the
affairs of UPS are provided with means of participating in the stock ownership
of UPS during their years of active service and by which their stock is made
available for those who will succeed them in the management of UPS.
All shares of UPS Common Stock in the Trust are held by First Union, 123
South Broad Street, Philadelphia, Pennsylvania 19109, as Trustee, for the
benefit of the participants in the Trust, subject to certain rights of
repurchase which the Trust Agreement gives to UPS.
Participants in the Trust are entitled to receive all dividends on their
shares of UPS Common Stock, except that stock dividends and stock splits are
added to the shares held by the Trustee for the benefit of the individual
participants. Participants are also furnished with periodic statements of the
number of shares of UPS 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 UPS Shares by
directing the Trustee how to vote, or if a participant chooses to vote
personally, by directing the Trustee to deliver a proxy to him or her.
Of the shares of outstanding UPS Common Stock, excluding stock held for
stock plans, at November 30, 1997, 59% was held under the Trust and predecessor
trusts.
CAN THE UPS SHARES HELD UNDER THE TRUST BE SOLD WHEN DESIRED?
Any participant may request withdrawal of all or some of the UPS Shares
held for his or her benefit under the Trust at any time, or from time to time.
UPS becomes entitled to purchase such shares at their fair market value at the
time of the sale, upon notice to the Trustee within 60 days of receipt of the
written request. Upon such notice by UPS, the Trustee will hold the shares for
delivery to UPS for purchase. UPS historically has interpreted fair market value
to mean the then Current Price of the shares. The Trust provides that if there
is difference of opinion as to the value, "fair market value" is considered the
average price per share of all shares of UPS Common Stock sold during the 12
month period immediately next preceding the receipt by UPS from the Trustee of
the shares being purchased. UPS anticipates that it will purchase all shares
which employees ask to have withdrawn from the 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 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" elsewhere in this Prospectus). There is no charge to the
participant upon withdrawal of the shares from the Trust.
The Trust provides that a participant may, with the consent of UPS,
temporarily withdraw shares from the Trust to pledge them as security for loans
by executing with UPS a consent setting forth the terms and
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conditions of withdrawal and delivering it to the Trustee. The Trust also
provides that an attempted assignment or levy upon shares shall be treated as a
request to withdraw the shares from the Trust. Further, consistent with prior
practices under the Trust before it was amended and restated, a participant may
transfer shares of UPS Common Stock by gift or by will or the laws of descent
and distribution to family members, and, in certain limited circumstances,
donations of UPS Common Stock to others may be permitted with the consent of
UPS, provided that the transferees of the participant (all such transferees,
collectively, the "participant's transferees") agree to the terms of the Trust.
WHAT HAPPENS TO UPS SHARES HELD UNDER THE TRUST WHEN THE PARTICIPANT DIES,
RETIRES OR LEAVES UPS?
The Trust Agreement gives UPS the right to purchase a participant's UPS
Shares at their fair market value following the participant's death, retirement
or termination of employment. However, if at least 1,000 UPS shares are held for
the benefit of a participant and the participant's transferees under the Trust,
UPS may purchase a cumulative annual amount of up to 10% of the 1,000 or more
shares held for the benefit of a participant and the participant's transferees,
unless the owner requests withdrawal of shares from the Trust, whereupon UPS can
purchase them within 60 days of the request.
Further, under trust agreements in use until July 1995, which have not
subsequently been modified, if at least 500 shares are held for the benefit of a
participant under such trust agreements when active employment ceases, UPS can
purchase a cumulative annual amount of 10% of the 500 or more shares held for
the benefit of such participant for a period of 13 years after the cessation of
the participant's active employment, unless the participant requests withdrawal
of shares from the Trust whereupon UPS can purchase these within 60 days of the
request. If UPS fails to purchase any shares held under such trust agreements
within 13 years after the cessation of the participant's active employment, the
participant has the right to withdraw them, free and clear of the Trust but
subject to the preferential purchase right of UPS referred to below. See
"DESCRIPTION OF UPS COMMON STOCK -- The UPS Right of Preferential Purchase."
If less than 1,000 shares are held for the benefit of a participant and the
participant's transferees when active employment ceases, UPS may purchase all of
such participant's shares beneficially owned by the participant and the
participant's transferees at any time, subject to the owner's right to request
withdrawal and the right of UPS to purchase the shares within the next 60 days.
In addition, under trust agreements in use until July 1995, which have not
subsequently been modified, if less than 500 shares are held for the benefit of
such participant when active employment ceases, UPS may purchase all of the
participant's shares at any time within the following three years, subject to
the participant's right to request withdrawal and the right of UPS to purchase
the shares within the next 60 days.
CAN THE TRUST BE TERMINATED?
The Trust may be terminated by the vote of a majority of the shares subject
to the Trust, with the prior written consent of UPS, or if the Trustee should
resign, by failure of a majority of participants or UPS to designate a successor
Trustee. UPS has the right to remove the Trustee at any time, with or without
cause, and to appoint a successor Trustee. Upon termination, the shares would be
delivered to participants, subject to UPS's right to purchase such shares at
fair market value upon 90 days' prior written notice of intention to purchase.
UPS may assign its purchase rights under the Trust to another party.
DESCRIPTION OF UPS COMMON STOCK
UPS currently is authorized to issue 900,000,000 shares of UPS Common
Stock, of which 570,000,000 are issued and outstanding (including those shares
held by UPS for distribution in connection with its stock plans) on the date
hereof. UPS is also authorized to issue 200,000,000 shares of preferred stock,
without par value. At present, no shares of preferred stock have been designated
or are outstanding.
Each share of UPS Common Stock is entitled to one vote in the election of
directors and on other matters, except that, generally, any shareowner or
shareowners acting as a group (other than the Trust or any employee benefit plan
of UPS) who beneficially own more than 10 percent of the voting stock are
entitled to
8
<PAGE> 10
only one one-hundredth of a vote with respect to each share in excess of 10
percent of the voting power of the then outstanding voting stock. Holders have
no preemptive or other right to subscribe to additional shares. In the event of
liquidation or dissolution, they are entitled to share ratably in the assets
available after payment of all obligations. The shares awarded under the Plan
are fully paid and non-assessable. The shares are not redeemable by UPS except
through UPS's exercise of the preferential right of purchase mentioned below
and, in the case of stock subject to the Trust, UPS's right of purchase in the
circumstances mentioned above in "UPS MANAGERS INCENTIVE PLAN AND UPS MANAGERS
STOCK TRUST".
THE UPS RIGHT OF PREFERENTIAL PURCHASE
The UPS Certificate of Incorporation provides that no outstanding shares of
UPS capital stock entitled to vote generally in the election of directors may be
transferred, except by bona fide gift or inheritance, unless the shares shall
have first been offered, by written notice, for sale to UPS at the same price
and on the same terms upon which they are to be offered to the proposed
transferee. UPS has the option, within 30 days after receipt of the notice, to
acquire 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.
In addition, any shareowner who is an "affiliate" of UPS for purposes of
the Securities Act of 1933 could effect a public resale of such participant's
shares to a purchaser other than UPS only upon delivery of an effective
prospectus applicable to such a resale as permitted by applicable securities
laws or upon other compliance with applicable securities laws.
DESCRIPTION OF OPL COMMON STOCK
OPL currently is authorized to issue 900,000,000 shares of OPL Common Stock
of which 131,000,000 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.
Each share of OPL Common Stock is entitled to one vote in the election of
directors and on other matters except that any "Substantial Stockholder," as
defined in OPL's Bye-Laws, is entitled to only one one-hundredth of a vote with
respect to each vote which is in excess of 10 percent of OPL's outstanding
voting stock (as hereinafter defined). The term Substantial Stockholder is
defined to mean any shareowner or shareowners acting as a group, other than UPS
or any employee benefit plan of OPL or UPS or their respective subsidiaries, who
is the beneficial owner of more than 10 percent of the voting power of the
outstanding shares of OPL entitled to vote generally in the election of
directors ("Voting Stock"). There are no limitations imposed by foreign law, or
by OPL's Memorandum of Association and Bye-Laws, or by any agreement or other
instrument to which OPL is a party or to which it is subject, on the right of
shareowners, solely by reason of their citizenship or domicile, to vote OPL
Common Stock. Upon liquidation, OPL's shareowners are entitled to share on a pro
rata basis in the assets of OPL legally available for distribution to
shareowners.
First Union is the transfer agent and registrar for OPL Common Stock. Its
address is 123 South Broad Street, Philadelphia, Pennsylvania 19109.
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
9
<PAGE> 11
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.
In addition, any shareowner who is an "affiliate" of OPL for purposes of
the Securities Act of 1933, could effect a public resale of such participant's
shares to a purchaser other than OPL only upon delivery of an effective
prospectus applicable to such a resale as permitted by applicable securities
laws or upon other compliance with applicable securities laws.
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, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
EXPERTS -- OPL
The financial statements incorporated in this Prospectus by reference from
OPL's Annual Report on Form 10-K for the year ended December 31, 1996 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 LLP. As of December 1, 1997, Mr. Brown owned 25,796 shares of UPS
Common Stock.
LEGAL MATTERS CONCERNING THE OPL SHARES
The due issuance of the OPL shares being distributed as described herein
has been passed upon by Conyers, Dill & Pearman of Hamilton, Bermuda.
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,
10
<PAGE> 12
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, 1996;
(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, 1996;
(3) The Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997, 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, 1996;
(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, 1996;
(3) The Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997, and all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act by OPL since the end
of the year covered by its Annual Report referred to in (1) above.
All documents filed by UPS and OPL pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of UPS and OPL shares shall, to the extent
required by law, be deemed to be incorporated by reference in this Prospectus
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
UPS and OPL will each, upon written or oral request, provide without charge
to each participant in the Plan a copy of any and all of the information
relating to it which has been incorporated by reference in this Prospectus,
other than exhibits to such information if such exhibits are not themselves
specifically incorporated by reference in such information. In addition, UPS and
OPL will each, upon written or oral request, provide without charge to each
participant in the Plan 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., Mintflower Place, 8 Par-La-Ville Road, Hamilton HM 08,
Bermuda, (441) 295-0788. In addition, UPS and OPL will each provide without
charge to each participant in the Plan a copy of their Annual Reports to
shareowners and copies of all future reports, proxy statements, and other
communications distributed by them to their shareowners generally.
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
11
<PAGE> 13
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.
12
<PAGE> 14
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE DISTRIBUTION OF SHARES OF THE COMMON STOCK OF UPS AND THE COMMON STOCK
OF OPL DESCRIBED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY UPS OR OPL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF
UPS COMMON STOCK OR OPL COMMON STOCK SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPS OR OPL SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITH
RESPECT TO THE FOREGOING SHARES, OR ANY OTHER SECURITIES, OR AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE OR JURISDICTION INTO WHICH NEITHER UPS NOR
OPL IS QUALIFIED TO FORWARD SUCH SHARES OR AN OFFER OR SOLICITATION WITH RESPECT
THERETO TO ANY PERSON TO WHOM IT IS UNLAWFUL TO FORWARD THE SHARES IN SUCH STATE
OR JURISDICTION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Companies......................... 2
UPS................................. 2
OPL................................. 2
Periodic Reports Distributed to
Shareholders........................ 2
Potential Conflict of Interest........ 3
UPS Managers Incentive Plan and UPS
Managers Stock Trust................ 3
The Plan............................ 3
The Trust........................... 7
Description of UPS Common Stock....... 8
The UPS Right of Preferential
Purchase......................... 9
Description of OPL Common Stock....... 9
OPL's Right of First Refusal........ 9
Experts -- UPS........................ 10
Experts -- OPL........................ 10
Legal Matters Concerning the
UPS Shares.......................... 10
Legal Matters Concerning the
OPL Shares.......................... 10
Available Information................. 10
Incorporation of Certain UPS and OPL
Documents by Reference.............. 11
</TABLE>
======================================================
======================================================
[UPS LOGO]
SHARES OF
UNITED PARCEL SERVICE
OF AMERICA, INC.
COMMON STOCK
AND
SHARES OF
OVERSEAS PARTNERS LTD.
COMMON STOCK
UNITED PARCEL SERVICE
OF AMERICA, INC.
, 1998
OVERSEAS PARTNERS LTD.
, 1998
======================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*.
<TABLE>
<S> <C>
Registration Fee............................................ $ 4,788.91
Transfer Agent's and Custodian's Fees and Expenses.......... $ 3,200
Accounting.................................................. $ 3,000
Printing.................................................... $ 15,000
Legal....................................................... $ 10,000
Miscellaneous............................................... $ 1,000
----------
Total............................................. $36,988.91
==========
</TABLE>
- ---------------
* Will be reimbursed by UPS, as sponsor of the Plan.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bye-Laws of OPL provide:
(1) The Directors, Secretary and other Officers for the time being of the
Company and the Liquidator or Trustees (if any) for the time being acting in
relation to any of the affairs of the Company and everyone of them, and everyone
of their heirs, executors, and administrators, shall be indemnified and secured
harmless out of the assets and profits of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or any of them,
their or any of their heirs, executors or administrators, shall or may incur or
sustain by or by reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts, and none of them shall be answerable for the acts, receipts, neglects or
defaults of the other or others of them or for joining in any receipts for the
sake of conformity, or for any bankers or other persons with whom any moneys or
effects belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency or any security upon which any
moneys of or belonging to the Company shall be placed out on or invested, or for
any other loss, misfortune or damages which may happen in the execution of their
respective offices or trusts, or in relation thereto, provided that this
indemnity shall not extend to any matter in respect of any wilful negligence,
wilful default, fraud or dishonesty which may attach to any of said persons.
(2) Each Member agrees to waive any claim or right of action he might have,
whether individually or by or in the right of the Company, against any Director
on account of any action taken by such Director, or the failure of such Director
to take any action in the performance of his duties with or for the Company
provided, however, that such waiver shall not extend to any matter in respect of
any wilful negligence, wilful default, fraud or dishonesty which may attach to
any such Director.
ITEM 16. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-5 hereof.
II-1
<PAGE> 16
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 17 C.F.R. sec. 210.3-19 at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (1)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or 17 C.F.R.
sec. 210.3-19 if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
OPL hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of OPL's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 17
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of OPL
pursuant to the foregoing provisions, or otherwise, OPL has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by OPL of expenses incurred or paid by a director, officer or
controlling person of OPL in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, OPL will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN HAMILTON, BERMUDA.
OVERSEAS PARTNERS LTD.
Date: December 10, 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> <C>
/s/ BRUCE M. BARONE President, Chief Executive December 10, 1997
- ------------------------------------------------ Officer, Principal Financial
(Bruce M. Barone) Officer, and Director
/s/ ROBERT J. CLANIN Director December 10, 1997
- ------------------------------------------------
(Robert J. Clanin)
/s/ JOSEPH M. PYNE Director December 10, 1997
- ------------------------------------------------
(Joseph M. Pyne)
Director
- ------------------------------------------------
(Cyril E. Rance)
/s/ EDWIN H. REITMAN Chairman of the Board and December 10, 1997
- ------------------------------------------------ Director
(Edwin H. Reitman)
/s/ LEOPOLD A. SCHMIDT Vice President and Treasurer December 10, 1997
- ------------------------------------------------ (Principal Accounting Officer)
(Leopold A. Schmidt)
Director
- ------------------------------------------------
(Walter A. Scott)
/s/ MICHAEL J. MOLLETTA Authorized Representative in the December 10, 1997
- ------------------------------------------------ United States
(Michael J. Molletta)
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
<CAPTION>
DESIGNATION OF
DESIGNATION OF DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY FILED WITH SUCH EXHIBIT
EXHIBIT DESCRIPTION OF EXHIBIT COMMISSION IN THAT DOCUMENT
- -------------- ---------------------- ----------------------------------------------------- ----------------
<C> <S> <C> <C>
4(a) Specimen Certificate Registrant's Registration Statement on Form S-3 Exhibit 4(c)
of Overseas Partners (Registration Statement No. 333-20545)
Ltd. Common Stock
4(b) Certificate of Registrant's Registration Statement on Form S-1 Exhibit 3(a)
Incorporation (Registration Statement No. 2-95460)
4(c) Bye-Laws, as amended Registrant's Definitive Proxy Statement dated July 3, Exhibit "D"
to date 1996 on Schedule 14A, File No. 000-11538
99 Custody Arrangements Registrant's Registration Statement on Form S-1 Exhibit 28(a)
for Overseas Partners (Registration Statement No. 2-95460)
Ltd. Common Stock
<CAPTION>
EXHIBITS FILED HEREWITH
<C> <S> <C> <C>
5 Opinion of Conyers
Dill and 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 5
9 December, 1997
The Board of Directors
Overseas Partners Ltd.
Mintflower Place
8 Par-la-Ville Road
Hamilton HM 08
Bermuda
Dear Sirs,
Re: Overseas Partners Ltd. - Registration Statement on Form S-3 Regarding UPS
Managers Incentive Plan Awards
- December 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 awarded by it as
described in the Registration Statement, are legally and validly issued, fully
paid and nonassessable 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, 1997,
appearing in the Annual Report on Form 10-K of Overseas Partners Ltd. for the
year ended December 31, 1996 and to the reference to us under the heading
"Experts -- OPL" in the Prospectus, which is a part of this Registration
Statement.
DELOITTE & TOUCHE
Hamilton, Bermuda
December 9, 1997
