<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1995
REGISTRATION NO. 33-54297
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED PARCEL SERVICE OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
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92-1732075
(I.R.S. Employer Identification No.)
55 GLENLAKE PARKWAY, NE
ATLANTA, GEORGIA 30328
TEL. NO. (404) 828-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOSEPH R. MODEROW, SECRETARY
55 GLENLAKE PARKWAY, NE
ATLANTA, GEORGIA 30328
(404) 828-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JEFFREY L. SCHULTE, ESQUIRE
SUITE 2550
MARQUIS TWO TOWER
285 PEACHTREE CENTER AVENUE, N.E.
ATLANTA, GEORGIA 30303-1232
(404) 215-8100
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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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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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UNITED PARCEL SERVICE OF AMERICA, INC.
SHARES OF COMMON STOCK
CROSS REFERENCE SHEET SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF THE FORM S-3
<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM AND HEADING CAPTION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Facing Page of Registration Statement,
Cover Page of Prospectus; OFFERING BY
UNITED PARCEL SERVICE OF AMERICA, INC.
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. AVAILABLE INFORMATION; INCORPORATION OF
CERTAIN UPS AND OVERSEAS DOCUMENTS BY
REFERENCE; PERIODIC REPORTS; Half-Back
of Prospectus
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges
(a),(c),(d)............................... Not Applicable
(b)....................................... THE COMPANIES
4. Use of Proceeds........................... THE OFFERING
5. Determination of Offering Price........... THE OFFERING; DESCRIPTION OF UPS COMMON
STOCK; DESCRIPTION OF OVERSEAS CAPITAL
STOCK
6. Dilution.................................. Not Applicable
7. Selling Security Holders.................. OFFERING BY UNITED PARCEL SERVICE OF
AMERICA, INC.; THE OFFERING
8. Plan of Distribution...................... OFFERING BY UNITED PARCEL SERVICE OF
AMERICA, INC.; THE OFFERING
9. Description of Securities to be
Registered................................ DESCRIPTION OF UPS COMMON STOCK
10. Interest of Named Experts and Counsel..... LEGAL MATTERS CONCERNING THE UPS SHARES
11. Material Changes.......................... Not Applicable
12. Incorporation of Certain Information by
Reference................................. INCORPORATION OF CERTAIN UPS AND OVERSEAS
DOCUMENTS BY REFERENCE
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Not Applicable
</TABLE>
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PROSPECTUS
[LOGO]
Offering by
UNITED PARCEL SERVICE OF AMERICA, INC.
---------------------
This Prospectus relates to a continuing offer subject to the terms herein
(the "Offering"), by United Parcel Service of America, Inc. ("UPS") to sell (i)
to eligible UPS managers, supervisors, certain other individuals as determined
from time to time by UPS, in its sole discretion and trustees and custodians of
self-directed individual retirement accounts of such persons, shares of the
common stock of UPS, par value $.10 per share ("UPS Common Stock"), and shares
of the capital stock of Overseas Partners Ltd. ("Overseas"), par value $.10 per
share ("Overseas Capital Stock") in units composed of one UPS share and
one-fourth of an Overseas share, and (ii) to participants in any of UPS's stock
option plans, which currently consist of the 1986 Stock Option Plan, as amended
(the "1986 Plan") and the 1991 Stock Option Plan, as amended and restated (the
"1991 Plan") (the "Stock Option Plans") shares of Overseas Capital Stock. No
fractional units or fractional Overseas shares are being offered, or will be
sold, hereby. Subscriptions will be adjusted, as provided herein, to prevent the
sale of fractional shares of Overseas Capital Stock. See "THE OFFERING -- How to
Subscribe to Units;" and "THE OFFERING -- How to Subscribe to Overseas Capital
Stock."
The Offering commenced in 1994 and will continue for an indefinite period,
subject to the right of UPS to withdraw it at any time. See "THE
OFFERING -- Term of the Offering." All UPS and Overseas shares being offered are
shares which UPS has purchased, or anticipates being able to purchase, from
shareowners of UPS and Overseas and are being offered for the account of UPS.
See "THE OFFERING -- Reasons for the Offering."
The offering price of each unit (the "Unit Price") will equal the sum of
the Current Price of a UPS share plus one-fourth of the Current Price of an
Overseas share at the time a subscription for units is accepted by UPS. The Unit
Price will change from time to time, to reflect any change in the Current Price
of either shares of UPS Common Stock or shares of Overseas Capital Stock. The
offering price of each share of Overseas Capital Stock purchased separately will
equal the Current Price of an Overseas share at the time a subscription for
separate shares of Overseas Capital Stock is accepted by UPS. As used in this
Prospectus, the Current Price of a share of UPS Common Stock at any time means
the price at which the Board of Directors of UPS has most recently authorized
UPS to purchase UPS shares from shareowners, and the Current Price of a share of
Overseas Capital Stock at any time means the book value per share of Overseas
Capital Stock as determined from Overseas' most recent audited balance sheet as
reported in Overseas' most recently published Annual Report mailed to its
shareowners or otherwise generally made available to Overseas' shareowners. The
Current Price of UPS shares is reviewed, and may be changed, by the Board of
Directors at meetings held in each calendar quarter. The Current Price of UPS
shares is communicated in letters by UPS to its shareowners following each
quarterly meeting of the Board, and the book value of Overseas shares generally
is communicated to Overseas shareowners in a letter issued in January. Offerees
who wish to purchase units and Overseas Capital Stock, if eligible, at any time
should refer to these sources to determine the Current Prices when they
subscribe to units. See "THE OFFERING -- How to Calculate the Unit Price;" and
"THE OFFERING -- How to Calculate the Price of Overseas Capital Stock."
All UPS shares offered pursuant to this Prospectus will be acquired by the
purchaser for deposit under the UPS Managers Stock Trust, as amended and
restated (the "Stock Trust"). UPS will have the right to repurchase both the UPS
and the Overseas shares being offered following the purchaser's death,
retirement or other termination of employment with UPS, or an attempted sale or
transfer for value of the shares. See "THE OFFERING -- Rights of UPS to
Repurchase UPS and Overseas Shares Sold in the Offering."
<PAGE> 4
A subscriber may elect to pay the Unit Price to which he or she has
subscribed by check or money order or by authorizing UPS to deduct the Unit
Price from future salary payments. An eligible manager, supervisor, or certain
other eligible individuals as determined from time to time by UPS, in its sole
discretion, may subscribe, or direct a trustee or custodian of his/her
self-directed individual retirement account to subscribe, to the purchase of not
less than 20 nor more than 10,000 units annually by delivering to UPS a fully
executed Cash Subscription Agreement in the form accompanying this Prospectus,
together with a check or money order for the Unit Price at the date of
transmittal of the request. Subject to certain legal restrictions in some
states, an eligible manager or supervisor who authorizes the UPS subsidiary
employing him or her to deduct the Unit Price from his/her salary payments, may,
at any time, subscribe to units by delivering to UPS an appropriately completed
and fully executed Subscription Agreement and Payroll Deduction Authorization in
the form accompanying this Prospectus. See "THE OFFERING -- How to Subscribe to
Units." A subscriber may pay the subscription price for the Overseas Capital
Stock subscribed to separately only by check or money order. See "THE
OFFERING -- How to Subscribe to Shares of Overseas Capital Stock." An eligible
individual may subscribe, during a specified period, to purchase a limited
number of shares of Overseas Capital Stock based upon the number of shares of
UPS Common Stock received upon exercise of his/her options as described further
herein. See "THE OFFERING -- How to Subscribe to Shares of Overseas Capital
Stock." All subscriptions will be subject to the terms and conditions discussed
herein and no subscription will become binding upon UPS until it has been
accepted by UPS. See "THE OFFERING -- Acceptance of Subscriptions by UPS." All
sales will be made at the Unit Price and the Current Price of Overseas Capital
Stock at the time of acceptance. See "THE OFFERING -- Effects of Changes in
Current Prices or Dividends on Unaccepted Subscriptions." For further
information concerning prices, subscriptions and their acceptance or rejection,
see the following subsections of "THE OFFERING" herein: "Provisions of the
Subscription Agreements for Units;" "Provisions of the Overseas Subscription
Agreement;" "Normal Processing and Acceptance of Subscriptions;" "Delayed
Acceptance of Subscriptions;" and "Rejection of Subscriptions."
The Offering of units is being made to UPS managers and supervisors, who
have received or will receive awards under the UPS Managers Incentive Plan for
distribution in the calendar year in which a subscription for units is received
by UPS, and who, at the date their respective subscriptions are accepted, are
actively employed as UPS managers or supervisors and beneficially own capital
stock of both UPS and Overseas. The Offering of Units is also being made to
certain other eligible individuals as determined from time to time by UPS, in
its sole discretion. The Offering of shares of Overseas Capital Stock is being
made to participants in the Stock Option Plans who have exercised options to
acquire UPS Common Stock in the calendar year in which the subscription for
Overseas Capital Stock is received by UPS. See "THE OFFERING -- Eligibility to
Subscribe to Units;" and "Eligibility to Subscribe to Shares of Overseas Capital
Stock." UPS may limit aggregate subscriptions by any eligible participant to
certain maximums described herein in any calendar year, and it generally
anticipates imposing those limitations.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
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.
---------------------
United Parcel Service of America, Inc.
July 20, 1995
Overseas Partners Ltd.
July 20, 1995
2
<PAGE> 5
AVAILABLE INFORMATION
UPS and Overseas are each subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
file reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference room of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, New York,
New York 10048, and at the Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of such material can also be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates.
INCORPORATION OF CERTAIN UPS AND OVERSEAS DOCUMENTS BY REFERENCE
The following documents filed by UPS with the Commission are incorporated
herein by reference:
(1) The Annual Report on Form 10-K of UPS for the year ended December
31, 1994;
(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, 1994;
(3) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, and all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by UPS since the end of the year covered by its Annual Report
referred to in (1) above.
The following documents filed by Overseas with the Commission are
incorporated herein by reference:
(1) The Annual Report on Form 10-K of Overseas for the year ended
December 31, 1994;
(2) The Description of Securities contained in Item 11 of the Form 10
of Overseas dated January 31, 1984, as amended and restated by the Form 8
of Overseas dated April 18, 1984 and as updated by Item 5 of the Form 10-K
for the year ended December 31, 1994;
(3) The Quarterly Reports on Form 10-Q for the quarter ended March 31,
1995 and all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by Overseas since the end of the year covered by its Annual
Report referred to in (1) above.
All documents filed by UPS and Overseas pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of UPS and Overseas shares shall, to
the extent required by law, be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
UPS and Overseas will each, upon written or oral request provide without
charge to any person to whom this Prospectus is delivered a copy of any and all
of the information relating to it which has been incorporated by reference in
this Prospectus, other than exhibits to such information if such exhibits are
not themselves incorporated by reference in such information. For UPS
information such request should be directed to: Secretary, United Parcel Service
of America, Inc., 55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404)
828-6000. For Overseas information, such request should be directed to:
Secretary, Overseas Partners Ltd., Craig Appin House, Wesley Street, Hamilton 5,
Bermuda, (809) 295-0788.
Overseas is a Bermuda corporation with offices in Hamilton, Bermuda, and
certain of its directors are residents of Bermuda. A substantial portion of
Overseas' assets and all or substantially all of the assets of these directors
are located outside the United States. Accordingly, it may be difficult for
shareowners of Overseas to effect service of process upon Overseas or such
persons within the United States and to enforce against them any judgments based
upon the civil liability provisions of the Securities Act of 1933 or the
Exchange Act (collectively, the "Federal securities laws") which may be obtained
in courts in the United States. Overseas has been advised by its counsel,
Conyers, Dill & Pearman of Hamilton, Bermuda, that there is substantial doubt
that courts in Bermuda would (i) enforce judgments based upon the civil
liability provisions of the Federal securities laws obtained from courts in the
United States against Overseas or any such directors or (ii) recognize actions
based upon such provisions against Overseas or any of such directors.
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THE COMPANIES
UPS
UPS, a Delaware corporation, through subsidiaries, provides specialized
transportation services primarily through the delivery of packages. Service is
offered throughout the United States and in more than 185 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 by UPS itself. In 1995, UPS began to extend ownership pursuant to
the UPS Employees Stock Purchase Plan to certain full-time, non-union employees
who have at least one year of employment with UPS and to full-time, union
employees who have been employed by UPS for at least one year and have attained
full-time seniority, under local supplements to their applicable collective
bargaining agreements.
The Common Stock of UPS is not traded on a national securities exchange or
in the organized over-the-counter market. UPS has been the principal purchaser
of shares of UPS Common Stock through exercise of preferential and other rights
to purchase such shares and through offers to purchase shares from shareowners
as more fully described herein under "DESCRIPTION OF UPS COMMON STOCK," and "UPS
MANAGERS STOCK TRUST."
The executive offices of UPS are at 55 Glenlake Parkway, NE, Atlanta,
Georgia 30328, and its telephone number is (404) 828-6000.
OVERSEAS
Overseas and its wholly-owned subsidiaries are engaged in property,
casualty and life reinsurance and hotel and leasing operations. Its major source
of business is reinsuring shippers' insurance issued by United States-based
insurance companies covering loss or damage to shippers' packages carried by
subsidiaries of UPS. Overseas, through its United States-based leasing
subsidiary, is involved in hotel and leasing operations.
Overseas expects to continue to examine other areas of reinsurance and
other opportunities to expand its leasing operations. However, Overseas believes
that package reinsurance will continue to be a significant part of its business.
There can be no assurance that UPS or its subsidiaries will continue to utilize
the insurance arrangements for which Overseas provides reinsurance.
Overseas was incorporated under Bermuda law in 1983 as a wholly-owned
subsidiary of UPS. On December 31, 1983, ownership of Overseas was distributed
when UPS paid a special dividend to UPS shareowners of one share of Overseas
Capital Stock for each share of UPS Common Stock then outstanding, resulting in
the distribution of approximately 97% of the outstanding Capital Stock of
Overseas to owners of shares of UPS Common Stock. Overseas commenced business on
January 1, 1984.
Overseas Capital Stock is not traded on a securities exchange or in the
organized over-the-counter market. UPS has rights under Overseas' Bye-Laws to
purchase Overseas Capital Stock upon attempted sales and in certain other
circumstances, at a price no greater than the book value per share of Overseas
Capital Stock as reported in its most recently published Annual Report to
Shareowners or otherwise generally made available to Overseas' shareowners, as
more fully described herein under "DESCRIPTION OF OVERSEAS CAPITAL STOCK."
Overseas' address is Craig Appin House, Wesley Street, Hamilton 5, Bermuda,
and its telephone number is (809) 295-0788.
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<PAGE> 7
PERIODIC REPORTS
UPS and Overseas each prepare and distribute an annual report containing
audited financial statements to their respective shareowners. UPS prepares and
distributes quarterly letters to its shareowners discussing developments in
UPS's business and earnings and informing shareowners of the Current Price of a
share of UPS Common Stock. Overseas prepares and distributes to its shareowners
quarterly reports containing financial data for the first three quarters of each
fiscal year. All currency amounts contained in the reports prepared by Overseas
are transacted and expressed in United States dollars.
POTENTIAL CONFLICT OF INTEREST
The chief executive officer and a majority of the directors of Overseas,
other than the directors resident in Bermuda, are also directors, officers or
employees of UPS and shareowners of both companies. In considering which risks
related to UPS's business to reinsure, or which leasing or other arrangements to
enter into with UPS, the directors and officers of Overseas who are also
directors, officers and shareowners of UPS must consider the impact of their
business decisions on each of the two companies. Although prevailing market
conditions are among the factors considered by them in making such decisions,
there can be no assurance that transactions relating to the two companies will
be on the most favorable terms that could be obtained by either party in the
open market. Overseas does not have any formal conflict resolution procedures.
Nevertheless, in connection with the reinsurance by Overseas of risks related to
the business of shippers' reinsurance, Overseas does not believe that there is
any basis to question the rate charged by the primary insurers reinsured by
Overseas, which rates are competitive with those charged to shippers utilizing
other carriers. Additionally, in connection with major transactions in which UPS
and Overseas have been involved, primarily leasing transactions, Overseas has
generally obtained fairness or valuation opinions from one or more leading
investment banking firms or other organizations with significant expertise in
the evaluation of the interests involved.
THE OFFERING
The information below describes the terms of this Offering and discusses
the methods by which eligible participants may subscribe to the units and to
shares of Overseas Capital Stock.
REASONS FOR THE OFFERING.
UPS believes that its success over the years has been derived in large
measure from its policy of seeking to maintain ownership of its Common Stock in
the hands of its active managers and supervisors. To further this objective, UPS
has long maintained the UPS Managers Incentive Plan (the "Incentive Plan"),
under which managers and supervisors have received annual incentive awards of
UPS Common Stock, and has more recently adopted the Stock Option Plans. It has
also provided other arrangements over the years that have enabled managers and
supervisors to purchase shares of UPS Common Stock. Recently, UPS has decided to
expand on this concept by offering its Common Stock to other full-time employees
who have been employed by UPS for at least one year and to full-time, union
employees who have been employed by UPS for at least one year and have attained
full-time seniority under local supplements to their applicable collective
bargaining agreements.
UPS offers shares of Overseas Capital Stock to further its policy of
encouraging ownership of Overseas Capital Stock largely by UPS shareowners.
Since 1984 UPS has provided shares of UPS Common Stock and Overseas Capital
Stock to its active managers and supervisors under the Incentive Plan. Prior to
the effectiveness of a four-for-one stock split in the Common Stock of UPS,
effective on September 6, 1991, such shares were provided on a one-to-one basis
under the Incentive Plan. It is UPS's present intention to provide shares of UPS
Common Stock and Overseas Capital Stock under the Incentive Plan on a
four-to-one basis.
In recent years, UPS has been able to purchase from several sources,
including through the exercise of its rights of purchase under the UPS Managers
Stock Trust and Overseas' Bye-Laws, more shares of UPS Common Stock and Overseas
Capital Stock than it requires for its corporate purposes. UPS anticipates that
5
<PAGE> 8
this situation may continue in the future. Accordingly, since June 1986, UPS has
made shares of UPS Common Stock and Overseas Capital Stock available for
purchase by eligible managers and supervisors. In 1995, UPS began permitting
such persons to direct trustees and custodians of their self-directed individual
retirement accounts to subscribe to shares in this Offering. Such shares are
available to participants in the Offering in units consisting of one share of
UPS Common Stock and one-fourth of a share of Overseas Capital Stock under the
terms of this Offering.
Prior to the amendments to the 1991 Plan on May 15, 1992 and the 1986 Plan
on October 30, 1992, UPS had provided shares of UPS Common Stock and Overseas
Capital Stock to participants in each Plan upon repurchasing the Book Value
Shares received upon exercise of the options. Amendments to the Plans in 1992
eliminated the concept of Book Value Shares and made the options issued under
the Plans exercisable solely for UPS Common Stock. In order to permit
participants in the Plans to continue to acquire Overseas Capital Stock, UPS
decided in 1993 to allow such participants to purchase through the Offering,
during a specified period, a limited number of shares of Overseas Capital Stock
based upon the number of UPS shares received upon exercise of their options as
described further herein. See "How to Subscribe to Shares of Overseas Capital
Stock." However, no fractional shares of Overseas Common Stock will be sold
hereunder. Subscriptions may be adjusted, as provided herein, to prevent the
sale of fractional Overseas shares. See "How to Subscribe to Units;" and "How to
Subscribe to Overseas Capital Stock."
TERM OF THE OFFERING.
UPS expects to continue the Offering for an indefinite period, subject only
to continued availability of shares of UPS Common Stock and Overseas Capital
Stock in excess of the number of shares needed to meet anticipated corporate
needs, including awards under the Incentive and Stock Option Plans. While UPS's
long range needs for shares are difficult to predict and depend upon a number of
factors, including future growth in UPS's business and earnings and the level of
the Current Prices of UPS shares and Overseas shares in relation to earnings,
UPS plans to continue the Offering and will attempt to fill subscriptions on a
relatively prompt basis over the near term. However, no assurance can be given
that sufficient shares will be available to fill all subscriptions. See "Delayed
Acceptance of Subscriptions; Unavailability of Shares."
In the registration statements to which this Prospectus relates, there were
registered a total of 20,000,000 shares of UPS Common Stock and 6,500,000 shares
of Overseas Capital Stock, subject to adjustments to reflect stock splits, stock
dividends or similar events, for sale in the Offering. UPS considers the total
number of registered shares to be adequate to meet anticipated subscriptions for
shares for a period of two years from the date of this Prospectus. UPS may seek
to cause additional shares to be registered for sale as the need arises in the
future.
USE OF PROCEEDS FROM SALES BY UPS.
The funds derived from the sale of shares of UPS Common Stock and Overseas
Capital Stock offered hereby will be added to UPS's cash and used for the
general purposes of UPS's business. No portion of the proceeds will go to
Overseas.
Any gain or loss realized on the sale of shares of UPS Common Stock offered
hereby, represented by the difference between the prices paid by UPS for the
shares and the prices at which the shares are sold, will be treated as an
addition to or reduction of paid-in capital of UPS. Any such gain or loss on the
sale of shares of Overseas Capital Stock offered hereby will be treated as
earnings or losses by UPS.
ELIGIBILITY TO SUBSCRIBE TO UNITS.
The Offering of units is made, subject to the terms discussed below, to UPS
managers and supervisors who have received awards under the Incentive Plan for
distribution in the calendar year in which the subscription is received by UPS,
and who, at the date their respective subscriptions are accepted by UPS, are
actively employed as UPS managers or supervisors and beneficially own shares of
both UPS Common Stock and Overseas Capital Stock ("eligible managers or
supervisors"). Eligible managers or supervisors may subscribe to units only for
their own account and not for the account of any other person.
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<PAGE> 9
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 managers or supervisors
("eligible fiduciaries") are permitted to subscribe to units. Such individual
retirement accounts must provide that the eligible fiduciaries may purchase and
sell units only upon the direction of the eligible manager or supervisor to whom
such account relates and the terms of such individual retirement account must
provide that the UPS Common Stock and Overseas Capital Stock held by the account
will not be commingled with other property, including a common trust fund or
common investment fund within the meaning of Section 408(a)(5) of the Internal
Revenue Code which holds other individual retirement account assets or the
assets of employee benefit plans exempt from tax under Section 401(a) of the
Internal Revenue Code. Eligible fiduciaries of individual retirement accounts of
eligible managers or supervisors may subscribe to units only for individual
accounts of such employees and only upon the direction of an eligible manager or
supervisor. In addition, an eligible manager or supervisor and his/her eligible
fiduciary may only subscribe to an annual aggregate maximum of 10,000 units,
which UPS may impose. In addition, UPS reserves the right, in its sole
discretion, to permit, from time to time, other individuals, such as
non-employee members of its Board of Directors, to participate in this Offering
upon the same terms as eligible managers or supervisors hereunder.
HOW TO SUBSCRIBE TO UNITS.
An eligible manager or supervisor may subscribe to and pay for units in two
ways: by cash subscription or by payroll deduction subscription. The election to
subscribe to units by one of these methods is not exclusive and does not
preclude an eligible manager or supervisor from subscribing to additional units
by the other method at any time, subject only to the annual aggregate purchase
limitation of 10,000 units which UPS may impose. An eligible fiduciary may
subscribe to and pay for units by cash subscription only.
Cash Subscription. An eligible manager or supervisor may subscribe, or
direct his/her eligible fiduciary to subscribe, to the purchase of not less than
20 nor more than 10,000 units annually by delivering to UPS a fully executed
subscription agreement in the form accompanying this Prospectus (the "Cash
Subscription Agreement"), together with a check or money order payable to
"United Parcel Service of America, Inc." for the aggregate Unit Price of the
units subscribed to and the cost of any additional fractional Overseas shares at
the date of transmittal of the request. For information regarding the
calculation of the Unit Price, see "How to Calculate the Unit Price" below. In
the case of a purchase by an eligible fiduciary, the eligible fiduciary shall
provide such additional information as UPS may require to establish the eligible
fiduciary's status as such, which may include information regarding the
establishment of the individual retirement account and the eligible fiduciary's
authority to act in accordance with the instructions of the directing eligible
manager or supervisor.
If an eligible manager or supervisor or eligible fiduciary submitting a
Cash Subscription Agreement seeks to purchase a number of units not evenly
divisible by four, resulting in a subscription for a fractional number of shares
of Overseas Capital Stock UPS may, at its option, (i) reject the subscription in
full; (ii) notify the subscriber and allow him/her the opportunity to remit the
additional amount to yield a whole share; or (iii) fulfill the subscription for
the purchase of the whole number of shares of Overseas Capital Stock included in
the units and for which payment has been received, and refund any excess monies
to the subscriber. Currently, UPS intends to reject subscriptions that are for
fractional amounts.
Payroll Deduction Subscription. An eligible manager or supervisor, subject
to certain legal restrictions in some states, may also elect, pursuant to the
Payroll Deduction Stock Purchase Plan (the "Payroll Deduction Plan"), to pay the
Unit Price of units subscribed to by means of deductions from such individual's
salary. Managers and supervisors who elect to participate in the Payroll
Deduction Plan may, at any time, subscribe to a fixed number of units, not less
than three and in multiples of three units, in each quarter, 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 monthly or semi-monthly deductions from the
eligible manager's or supervi-
7
<PAGE> 10
sor's salary will be effected quarterly. The dates on which the purchases will
be made for each quarterly period are as follows:
<TABLE>
<CAPTION>
PURCHASE
PERIOD DURING WHICH SALARY DEDUCTIONS MADE DATE
--------------------------------------------------------- ------------
<S> <C>
December - February...................................... February 15
March - May.............................................. May 15
June - August............................................ August 15
September - November..................................... November 15
</TABLE>
If the date on which a purchase is to be effected is a Saturday, Sunday or
legal holiday, the purchase will be effected on the next succeeding business
day. The periods during which salary deductions are made are referred to herein
as "Quarterly Purchase Periods" and the dates on which purchases are effected
are referred to as "Quarterly Purchase Dates." An eligible manager or supervisor
who begins to participate in the Payroll Deduction Plan after the commencement
of a Quarterly Purchase Period will purchase, in such first period of
participation, the number of whole units determined by multiplying the number of
units to which he or she subscribes to in a full Quarterly Purchase Period by a
fraction, the numerator of which is the number of months of participation in
such initial Quarterly Purchase Period and the denominator of which is three.
If an eligible manager or supervisor submitting a Subscription Agreement
and Payroll Deduction Authorization subscribes in any Quarterly Purchase Period
to a number of units that is not evenly divisible by four, resulting in a
subscription for a fractional number of shares of Overseas Capital Stock during
such Quarterly Purchase Period, then, except as described below, on the Purchase
Date relating to that Quarterly Purchase Period, the subscriber will purchase,
in addition to the number of shares of UPS Common Stock subscribed to for such
Quarterly Purchase Period, that number of whole shares of Overseas Capital
Stock, if any, the full cost of which was deducted from such employee's salary
payments during such Quarterly Purchase Period. Any amounts deducted from a
subscriber's salary payments during any such period on account of the
subscription to a fractional Overseas share will be carried forward into the
next Quarterly Purchase Period and, together with any amounts to be deducted on
account of the subscription to Overseas shares during such later Quarterly
Purchase Period, will be applied to the purchase of that number of whole shares
of Overseas Capital Stock the whole cost of which has or will be deducted from
such manager's or supervisor's salary during or prior to such Quarterly Purchase
Period.
Additionally, during November of each year, or, if an eligible manager or
supervisor has made a timely election to withdraw from participation in the
Payroll Deduction Plan and has not timely elected to have all amounts previously
deducted from his/her salary payments refunded to him or her, in the last month
of such manager's or supervisor's participation in the Payroll Deduction Plan,
an upward adjustment in the amount of deductions from the subscriber's salary
payments may be effected to permit the purchase of such fraction of an Overseas
share as may be necessary to result in the purchase of one additional whole
Overseas share (an "Additional Overseas Share"). Such an adjustment will be made
if the amount available for the purchase of shares of Overseas Capital Stock on
the applicable Purchase Date exceeds the amount necessary to purchase a whole
number of Overseas shares. The amount of the adjustment will be that amount
which, together with any such excess amount, equals the Current Price of one
share of Overseas Capital Stock.
Eligible managers or supervisors who elect to participate in the Payroll
Deduction Plan may also subscribe to any number of units, subject to an overall
annual limit (including the units subscribed to by his/ her fiduciary) of 10,000
units that UPS may impose, the Unit Price of which will be paid through
deductions from such manager's or supervisor's "one-half month" salary payment,
if any, received in December of each year. If an eligible manager or supervisor
subscribing to units, the Unit Price of which is to be paid through deductions
from the one-half month salary payment, subscribes to the purchase of a number
of units not evenly divisible by four, resulting in a subscription for a
fractional number of Overseas shares, the subscription shall include an
Additional Overseas Share, and the amount deducted from such manager's or
supervisor's one-half month salary payment will be increased by an amount equal
to the Current Price of one share of Overseas Capital Stock multiplied by the
fraction of an Overseas share necessary to be purchased in order to result in
the purchase of such Additional Overseas Share.
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<PAGE> 11
The purchase of units to be paid for by deductions from the one-half month
salary payment will be effected on December 15, or, if such date is a Saturday,
Sunday or legal holiday, the next succeeding business day (the "December 15
Purchase Date," together with the Quarterly Purchase Dates, "Purchase Dates").
Subscriptions for units to be paid for through deductions from the one-half
month salary payment are not continuous and must be renewed annually.
Notwithstanding the deduction of any amount from salary payments in respect
of a subscription to units, a subscriber will not be the beneficial owner of any
shares of UPS Common Stock or Overseas Capital Stock offered hereby, and will
have no rights with respect to any such shares, until the subscription for such
shares has been accepted. See "Acceptance of Subscriptions by UPS."
The Subscription Agreement and Payroll Deduction Authorization authorizes
UPS to deduct from such manager's or supervisor's monthly or semi-monthly salary
payments and/or one-half month salary payment, the Unit Price of the units
subscribed to, plus the amount, if any, of the adjustments described above
necessary to permit the purchase of Additional Overseas Shares, and to pay such
amounts to UPS's account in payment of the Unit Price of the units subscribed
to, including the additional cost of any Additional Overseas Shares, until such
authorization is altered or revoked in writing. Subscribers who receive
semi-monthly salary payments will have one-half of the monthly deduction in
payment for the number of units to which he or she has subscribed deducted from
each semi-monthly salary payment. The amount of any adjustment necessary to
permit the purchase of any Additional Overseas Shares will be deducted from the
monthly or semi-monthly payments to be received in the month in which such
adjustment is made. All amounts deducted from salary payments will be paid to
the account of UPS upon the effectuation of the purchase of units on the
applicable Purchase Date. All amounts which are deducted prior to the Purchase
Date will be held with UPS's general corporate funds pending the application of
such funds to the purchase of units and any Additional Overseas Shares, without
interest to the subscriber.
Each Quarterly Purchase Date will precede the date on which an eligible
manager or supervisor receives the final salary payment from which deductions
for the payment of the aggregate Unit Price and the additional cost of any
Additional Overseas Shares purchased on that quarter's Purchase Date is to be
made. The balance of the aggregate Unit Price and the additional cost of any
Additional Overseas Shares acquired on a Quarterly Purchase Date will be
advanced by UPS, without interest, to the subscriber. Therefore, on the first
day of the month in which a Quarterly Purchase Date occurs, an eligible
manager's or supervisor's authorization of salary deductions in the Quarterly
Purchase Period becomes irrevocable. Any amounts which cannot for any reason be
deducted from the final salary payments in such Quarterly Purchase Period may be
deducted from any subsequent salary payment, offset against any other monies
owing to such employee from UPS, and otherwise remains, until collected, an
obligation of the eligible manager or supervisor upon which he or she remains
personally liable.
UPS may limit aggregate subscriptions by any eligible manager or supervisor
and his/her eligible fiduciary to a maximum of 10,000 units in any calendar
year, and it generally anticipates imposing the limitation.
How to Calculate the Number of UPS and Overseas Shares Purchased Annually
Under Payroll Deduction Plan. The total number of shares of UPS Common Stock
which an eligible manager or supervisor subscribing to the quarterly purchase of
units pursuant to the Payroll Deduction Plan will purchase during each twelve
month period ending November 30 will equal the number of units subscribed to on
a quarterly basis multiplied by a fraction the numerator of which is the number
of months of such manager's or supervisor's participation in the Payroll
Deduction Plan during such twelve month period, and the denominator of which is
three. The total number of shares of Overseas Capital Stock included in the
units, which such manager or supervisor will purchase during the same period,
will equal the number of units subscribed to on a quarterly basis multiplied by
a fraction the numerator of which is the number of months of such manager's or
supervisor's participation in the Payroll Deduction Plan during such twelve
month period, and the denominator of which is twelve, rounded upward to the next
greater whole number if such calculation does not result in a whole number.
9
<PAGE> 12
The number of shares of UPS Common Stock which an eligible manager or
supervisor will purchase pursuant to a subscription for units to be paid for
through deductions from such manager's or supervisor's one-half month salary
payment will be equal to the number of units subscribed to. The number of shares
of Overseas Capital Stock which such a manager or supervisor will purchase
pursuant to a subscription for units will equal the number of units subscribed
to divided by four, rounded up to the next greater whole number if such
calculation does not result in a whole number.
PROVISIONS OF THE SUBSCRIPTION AGREEMENTS FOR UNITS.
Each eligible manager or supervisor or eligible fiduciary who wishes to
subscribe to units must sign the appropriate subscription agreement in order to
evidence such subscriber's agreement to purchase units, to facilitate
recordkeeping with respect to the Offering and to evidence such subscriber's
agreement to certain terms on which UPS's willingness to accept the subscription
is conditioned. Agreements of the subscriber in each of the subscription
agreements, to which each subscriber is referred and which each subscriber
should read in full, include 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 Fidelity Bank, N.A., Newark, N.J.
("Fidelity") as Trustee of that trust. The purpose and effects of the Stock
Trust are described under "UPS MANAGERS STOCK TRUST" in this Prospectus.
2. An authorization to UPS to deliver certificates for the Overseas
shares to Fidelity, as Custodian for the subscriber, in lieu of physical
delivery of the certificates to the subscriber.
3. An agreement granting UPS the right to purchase the Overseas shares
subscribed to following the retirement, death or other termination of the
employment of the subscriber with UPS. This agreement provides UPS with
purchase rights which are in addition to UPS's rights of purchase arising
out of the Bye-Laws of Overseas, all as described more fully herein under
"Rights of UPS to Repurchase UPS and Overseas Shares Sold in the Offering"
in this section of the Prospectus.
In addition, the Subscription Agreement and Payroll Deduction Authorization
includes a provision authorizing UPS to deduct from the subscriber's monthly or
semi-monthly salary payments during each Quarterly Purchase Period or one-half
month salary payment, an amount equal to the Unit Price of the units subscribed
to in each quarter or from the one-half month salary payment, as the case may
be, plus the cost of any Additional Overseas Shares, and to pay such amount to
UPS' account in payment of the Unit Price of the units subscribed to for such
Quarterly Purchase Period or from the one-half month salary payment, including
the cost of any Additional Overseas Shares. The Subscription Agreement and
Payroll Deduction Authorization also provides that any amounts relating to a
completed sale of units which cannot be deducted from salary payments received
by a subscriber after the date of such sale may be deducted from any other
monies owing to the subscriber from UPS and, until collected, otherwise remains
an obligation upon which the subscriber is personally liable. Further, the Cash
Subscription Agreement and the Subscription Agreement and Payroll Deduction
Authorization include provisions dealing with the possible unavailability of
shares. See "Delayed Acceptance of Subscriptions; Unavailability of Shares."
HOW TO CALCULATE THE UNIT PRICE.
The Unit Price equals the sum of the Current Price of a UPS share and
one-fourth of the Current Price of an Overseas share at the time UPS accepts a
subscription. See "Acceptance of Subscriptions by UPS." The Unit Price will
change from time to time, to reflect changes in the Current Price of either UPS
shares or Overseas shares. Thus it will be necessary for each eligible manager
or supervisor and eligible fiduciary at the time he or she submits a Cash
Subscription Agreement to calculate the amount to be paid to UPS by determining
separately the Current Price of a share of UPS Common Stock and the Current
Price of a share of Overseas Capital Stock, multiplying by one-fourth the
Current Price of a share of Overseas Capital Stock, adding the product to the
Current Price of a share of UPS Common Stock and multiplying such sum by the
number of units to which he or she has subscribed. Additionally, if the number
of units subscribed to is not evenly divisible by four, such subscribers must
also remit the amount, calculated in the manner set forth above
10
<PAGE> 13
under "How to Subscribe to Units -- Cash Subscription," necessary to purchase
the next greater whole number of Overseas shares. Salary deductions will be
adjusted automatically so that the total amount deducted during a Quarterly
Purchase Period from the salary payments of an eligible manager or supervisor
participating in the Payroll Deduction Plan equals the Unit Price of a unit on
the applicable Purchase Date multiplied by the number of units subscribed to for
such Purchase Date plus, where applicable, the cost of any Additional Overseas
Shares. See "Effects of Changes in Current Prices or Dividends on Unaccepted
Subscriptions."
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. The Current Price of a UPS share can be determined by
referring to the letter (the "UPS Shareowners Letter") which UPS has sent to its
shareowners following the most recent quarterly meeting of the UPS Board of
Directors.
The Current Price of a share of Overseas Capital Stock at any time means
the book value per share of such stock, determined from Overseas' audited
balance sheet as reported in its most recently published Annual Report to
Shareowners and mailed to its shareowners or otherwise generally made available.
The Current Price of Overseas Capital Stock is subject to change each year with
the publication of Overseas' Annual Report to Shareowners for the preceding
year. The Current Price of an Overseas share can be determined by referring to
Overseas' audited financial statements contained in its most recently published
Annual Report to Shareowners or the letter setting forth the Current Price which
is generally sent to Overseas shareowners in January of each year.
ELIGIBILITY TO SUBSCRIBE TO SHARES OF OVERSEAS CAPITAL STOCK.
The Offering of shares of Overseas Capital Stock is made, subject to the
terms discussed below, to participants in the Stock Option Plans who have
exercised options for UPS Common Stock in the calendar year in which the
subscription is received by UPS ("eligible participants"). Eligible participants
may subscribe to shares of Overseas Common Stock only for their own account and
not for the account of any other person. The only way to subscribe to shares of
Overseas Common Stock is by cash subscriptions.
HOW TO SUBSCRIBE TO SHARES OF OVERSEAS CAPITAL STOCK.
In general an eligible participant may subscribe, during a specified
period, to purchase a number of shares of Overseas Capital Stock equal to
one-fourth of the number of Net Shares of UPS Common Stock (as defined below)
received upon exercise of options in the calendar year ("Option Exercise Year")
in which the subscription is received by UPS. If this calculation results in a
number of shares including a fractional share, the amount will be rounded up to
the next whole share. In the case of cash exercises of options, Net Shares means
the number of shares of UPS Common Stock received upon exercise. In the case of
exercises of options using previously owned shares, Net Shares means the number
of shares of UPS Common Stock received upon exercise of options reduced by the
number of shares of UPS Common Stock used to exercise the options.
The subscription period for the shares of Overseas Capital Stock shall be
from May 15 to July 15 of an Option Exercise Year (the "Subscription Period").
UPS will notify eligible participants by letter of the maximum number of shares
of Overseas Capital Stock to which they may subscribe prior to May 15 of such
Option Exercise Year. A cash subscription agreement shall accompany each letter.
The eligible participant may, at any time during the Subscription Period,
subscribe to any number of shares of Overseas Capital Stock up to the maximum
amount stated in the letter by delivery to UPS of the fully executed
subscription agreement in the form accompanying this Prospectus (the "Overseas
Subscription Agreement"). The Current Price of the shares may be paid only in
cash, and thus, a bank cashier's or personal check or money order payable to
"United Parcel Service of America, Inc." must accompany the Overseas
Subscription Agreement. No subscription for fractional shares will be accepted.
11
<PAGE> 14
PROVISIONS OF THE OVERSEAS SUBSCRIPTION AGREEMENT.
An eligible participant who wishes to subscribe to separate shares of
Overseas Capital Stock must sign the appropriate subscription agreement in order
to evidence his/her agreement to purchase the shares, to facilitate
recordkeeping with respect to the Offering and to evidence his/her agreement to
certain terms on which UPS's willingness to accept his/her subscription is
conditioned. Agreements of the subscriber in the Overseas Subscription
Agreement, to which subscriber is referred and which each subscriber should read
in full, include the following:
1. An authorization to UPS to deliver certificates for the Overseas
shares to Fidelity, as Custodian for the subscriber, in lieu of physical
delivery of the certificates to the subscriber.
2. An agreement granting UPS the right to purchase the Overseas shares
subscribed to following the retirement, death or other termination of the
employment of the subscriber with UPS. This agreement provides UPS with
purchase rights which are in addition to UPS's rights of purchase arising
out of the Bye-Laws of Overseas, all as described more fully herein under
"Rights of UPS to Repurchase UPS and Overseas Shares Sold in the Offering"
in this section of the Prospectus.
HOW TO CALCULATE THE PRICE OF OVERSEAS CAPITAL STOCK.
The price of each share of Overseas Capital Stock equals the Current Price
of a share of Overseas Capital Stock at the time UPS accepts a subscription. See
"Acceptance of Subscriptions by UPS." The subscription price will change from
time to time, to reflect changes in the Current Price of Overseas Capital Stock.
The total subscription price will equal the product of the Current Price of a
share of Overseas Capital Stock multiplied by the number of shares.
For a description of the Current Price of a share of Overseas Capital Stock
see "How to Calculate the Unit Price."
ACCEPTANCE OF SUBSCRIPTIONS BY UPS.
No subscription for the purchase of units or shares of Overseas Common
Stock will become binding upon UPS until it has been accepted by UPS. UPS
reserves the right, at its sole discretion, to accept or reject any subscription
in part or in its entirety. Additionally, UPS reserves the right, at its sole
discretion, to reject for any Quarterly Purchase Period, any quarterly
subscription to units by not deducting the aggregate Unit Price of the units
subscribed to for that Quarterly Purchase Period from salary payments made
during such period. UPS also reserves the right to reject any quarterly
subscription to units after deducting any portion of the aggregate Unit Price
from an eligible manager's or supervisor's salary payments by returning the
amount so deducted, without interest, to him/her. The rejection of a
subscription for one or more Quarterly Purchase Periods shall not affect the
ability or right of UPS to accept or reject such eligible manager's or
supervisor's quarterly subscription for any subsequent Quarterly Purchase
Period. In all cases, the Unit Price will be the sum of the Current Price of a
share of UPS Common Stock and one-fourth of the Current Price of a share of
Overseas Capital Stock at the time of acceptance.
UPS's acceptance of a cash subscription will take place at the mailing to
the subscriber of a notice of acceptance, confirming UPS's acceptance of the
subscription, and showing the number and Current Prices of the UPS and Overseas
shares sold to the subscriber ("Notice of Acceptance"). In the case of Payroll
Deduction Plan subscriptions, UPS's acceptance of a subscription will occur only
upon the recording of the purchase of the shares on its books, which will occur,
if at all, on the applicable Purchase Date. In the case of the shares of
Overseas Capital Stock, UPS's acceptance will occur promptly after the close of
the Subscription Period of an Option Exercise Year. The purchaser will be
advised of the acceptance of his/her subscription by an account statement or
receipt from Fidelity, as Trustee under the Stock Trust and as Custodian for
shares of Overseas Capital Stock, indicating the number of shares of UPS Common
Stock and Overseas Capital Stock newly allocated to his/her account. The account
statement or receipt will be mailed to the purchaser as soon as practicable
after the Purchase Date.
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<PAGE> 15
UPS will not accept a subscription for the purchase of units or Overseas
Capital Stock submitted on a cash subscription agreement until the subscriber's
check or money order has been collected. If any check or money order submitted
as payment cannot be collected, UPS may, in its discretion, return the
subscription documents or request the subscriber to forward cash or wire funds
in the amount of his/her payment. UPS will not accept a subscription for the
purchase of units under the Payroll Deduction Plan submitted on a Subscription
Agreement and Payroll Deduction Authorization until the amount deducted from
monthly or semi-monthly salary payments or the one-half month salary payment, as
the case may be, plus the amount which will be deducted from the remaining
salary payments in such Quarterly Purchase Period and which is being advanced to
the subscriber by UPS, shall have been applied to the purchase of units and any
Additional Overseas Share. Amounts deducted from monthly and semi-monthly salary
payments will be applied to the purchase of units and any Additional Overseas
Share on the Quarterly Purchase Dates set forth above. See "How to Subscribe to
Units." Amounts deducted from the one-half month salary payment will be applied
to the purchase of units and any Additional Overseas Share on the December 15
Purchase Date.
Notwithstanding the deduction of any amount from salary payments in respect
of a subscription to units, a subscriber will not be the beneficial owner of any
UPS Common Stock or Overseas Capital Stock offered hereby, and will have no
rights with respect to any such shares, until the subscription for such shares
has been accepted.
NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
In the case of units, the process of reviewing cash purchase subscriptions
to determine acceptability and mailing Notices of Acceptance as provided herein,
may normally require up to 15 days after UPS receives the subscription. Eligible
managers or supervisors and eligible fiduciaries whose cash purchase
subscriptions for units are received less than 15 days prior to a change in the
Current Price of UPS Common Stock or Overseas Capital Stock may incur an
increase in the Unit Price or in the Current Price of the Overseas Capital Stock
to which they subscribe. Similarly, cash purchase subscriptions for units
received within 15 days prior to the record date of a dividend on UPS or
Overseas shares may not be processed in time to enable the subscriber to receive
the dividend. For a description of the effect of a change in Current Price or a
declaration of dividends prior to the acceptance of cash subscriptions for
Overseas Capital Stock, see "Effects of Changes in Current Prices or Dividends
on Unaccepted Subscriptions."
The process of reviewing Payroll Deduction Plan subscriptions to determine
acceptability and arranging the deduction of the Unit Price and any adjustments
described herein from salary payments normally requires up to 30 days. A
Subscription Agreement and Payroll Deduction Authorization providing for the
quarterly subscription to units will, if otherwise acceptable, be effected
beginning in the month following its receipt by UPS. Quarterly subscriptions
which first become effective after the first month of a Quarterly Purchase
Period will be effected during such initial period for that number of whole
units determined by multiplying the number of units subscribed to for a full
Quarterly Purchase Period by a fraction the numerator of which is the number of
months of participation in such initial Quarterly Purchase Period and the
denominator of which is three. Payroll Deduction Plan subscriptions to units to
be paid for by deductions from the one-half month salary payment, if otherwise
acceptable, will be effected only if received by UPS on or before November 15.
DELAYED ACCEPTANCE OF SUBSCRIPTIONS; UNAVAILABILITY OF SHARES.
From time to time, delays in the ability of UPS to accept subscriptions
within the normal processing period may arise from either (i) the concurrent
receipt of unexpectedly large numbers of subscriptions or (ii) occasional
circumstances under which UPS may not have sufficient numbers of UPS and
Overseas shares immediately available to fill subscriptions after taking into
account UPS's corporate needs for shares such as for awards under the Incentive
Plan, the fulfillment of UPS's obligations under the Stock Option Plans and the
satisfaction of subscriptions for Overseas Capital Stock under this Offering. In
the event that UPS determines, in its sole discretion, that there are not a
sufficient number of shares of UPS Common Stock and/or Overseas Capital Stock
available to satisfy all subscriptions for units or shares of Overseas Capital
Stock which UPS has accepted or which it anticipates accepting in any period,
UPS will first fill subscriptions for Overseas Capital Stock with the Overseas
shares available as subscriptions for such shares are received.
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<PAGE> 16
UPS will then fill subscriptions for units as such subscriptions are received,
in accordance with the election (as described below) of the subscriber included
on his/her subscription agreement.
Because the units are sold on a basis of 1 share of UPS Common Stock to
1/4 share of Overseas Capital Stock, subscribers of units using Cash
Subscription Agreements will be given the choice to elect on the Cash
Subscription Agreement one of the following to be effective in the event that
UPS makes a determination, as described above, that there are not enough shares
to satisfy such subscription: 1. To allow UPS to substitute for such unavailable
UPS or Overseas shares, any available shares equal to the value of the
unavailable shares and return to the subscriber any amount, without interest, of
the subscription relating to any fractional amount of available shares that
would result from such substitution; 2. To allow UPS to fill his/her
subscription for units with the available shares allocable to such units and
return to the subscriber the amount, without interest, of the subscription
allocable to the unavailable shares; or 3. To require UPS to cancel his/her Cash
Subscription Agreement and return his/her check or money order, without
interest. For the same reasons stated above, subscribers to units participating
in the Payroll Deduction Plan will be given the choice to elect on the
Subscription Agreement and Payroll Deduction Authorization one of the following:
1. To allow UPS to substitute for such unavailable UPS or Overseas shares, any
available shares, up to the nearest number of whole shares, equal to the value
of the unavailable shares and deduct such amount from the subscriber's salary;
2. To allow UPS to fill his/her subscription for units with the available shares
allocable to such units and deduct only that amount from the subscriber's
salary; or 3. To require UPS to suspend the subscriber's participation in the
Payroll Deduction Plan until such quarter as there are sufficient shares
available to satisfy his/her subscription. If no election is made on a
subscription agreement, UPS will reject the subscription agreement as described
below.
Delays may also arise from circumstances relating to the acceptability of
an individual subscription. If a cash subscription is subsequently rejected or
withdrawn, the subscription price will be returned to the subscriber without
interest. If a Payroll Deduction Plan subscription is ultimately rejected, the
amount of the subscription price actually deducted will be returned, without
interest, to the subscriber. If a Payroll Deduction Plan subscription is
withdrawn by the subscriber, any amount actually deducted from the subscriber's
salary payments will be applied to the purchase of units on the applicable
Purchase Date unless the subscriber timely requests the return of such amounts
in writing. In such event, the subscriber will not be entitled to any interest
payments on the amount deducted or returned. If the subscription is ultimately
accepted, the UPS and Overseas shares will be delivered to Fidelity as Trustee
under the Stock Trust and as Custodian for Overseas shares, as described herein,
but no interest will be paid on the subscription payment.
EFFECTS OF CHANGES IN CURRENT PRICES OR DIVIDENDS ON UNACCEPTED SUBSCRIPTIONS.
Units. Units will be sold at the Unit Price in effect when the
subscription is accepted by UPS. Subscribers who remitted payment with their
Cash Subscription Agreement and whose subscriptions have not been accepted by
UPS at the time of an increase in the Current Price of either UPS Common Stock
or Overseas Capital Stock will be notified of the increase, and the individual
subscriber may then choose either (i) to withdraw his/her subscription, (ii) to
pay UPS the additional amount needed to pay the higher Unit Price of the units
and of any additional fractional Overseas shares to which he or she subscribed
or (iii) to reduce to not less than 20 the number of units subject to the
subscription. If the Current Price of the UPS or Overseas shares in a unit
decreases at any such time, UPS will give notice to subscribers of this fact and
afford them the opportunity to withdraw their subscription or either to seek a
refund of the amounts not needed to pay the Unit Price or to increase the number
of units which the subscriber desires to purchase.
Generally, deductions authorized by Subscription Agreement and Payroll
Deduction Authorizations will be appropriately adjusted to reflect changes in
the Current Prices of shares of UPS Common Stock and Overseas Capital Stock so
that the total amount of such deductions to be made in a Quarterly Purchase
Period will be equal to the full Unit Price of all units and any Additional
Overseas Share to be purchased for an eligible manager's or supervisor's account
as of any Quarterly Purchase Date.
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
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<PAGE> 17
Common Stock is considered by the Board. Therefore, it is anticipated that the
Current Price for all shares of UPS Common Stock included in units to which an
eligible manager or supervisor has subscribed with respect to any Quarterly
Purchase Period will be the Current Price as of the first day of such period.
The Current Price of a share of Overseas Capital Stock generally changes only in
early January of each year when Overseas announces the audited book value per
share as determined as of December 31 of the preceding year. Therefore, it is
anticipated that an adjustment in the amount of deductions within a Quarterly
Purchase Period to reflect a change in Current Prices will only occur in the
December through February Quarterly Purchase Period to reflect the change, if
any, in the Current Price of a share of Overseas Capital Stock. Because any
increase or decrease in the Current Price of a share of Overseas Capital Stock
is likely to occur before the February 15 Quarterly Purchase Date, the Price of
all units to which an eligible manager or supervisor has subscribed in the
December through February Quarterly Purchase Period, including units for which
salary deductions were made prior to the change, will be affected by the change
in the Current Price of Overseas Capital Stock. Accordingly, the total price of
units subscribed to in such Quarterly Purchase Period will be adjusted by the
amount of the change in the Current Price of an Overseas share multiplied by the
number of whole shares of Overseas Capital Stock included in the units
subscribed to, including, where appropriate, any Additional Overseas Share; the
amount of salary deductions to be made from each of the remaining salary
payments during such Quarterly Purchase Period will be adjusted to reflect the
change in the Current Price of a share of Overseas Capital Stock and the fact
that the amount of the deduction made in December was based on the former
Current Price of a share of Overseas Capital Stock; and deductions in subsequent
months will be adjusted to reflect the new Current Price.
In the event that a change in the Current Price of a share of UPS Common
Stock or Overseas Capital Stock occurs between the first day of a Quarterly
Purchase Period and the related Quarterly Purchase Date, other than as described
above, similar adjustments will be made, including adjustments relating to the
cost of any Additional Overseas Share. If for any reason it is not possible to
increase deductions to reflect an increase in the Current Prices of UPS shares
and Overseas shares and therefore the Unit Price of subscribed-for units cannot
be deducted from the employee's salary during a Quarterly Purchase Period, UPS
will apply the amount scheduled to be deducted from salary payments during such
Quarterly Purchase Period to the purchase of the maximum number of units which
such amount will purchase as of the Quarterly Purchase Date. The excess of the
amount deducted over the Unit Price of the units purchased will be applied to
reduce the amount of the deductions to be made from such subscriber's subsequent
salary payments. If, as a result of the timing of any decrease in such Current
Prices, deductions exceed the Unit Price of subscribed-for units, the excess
will likewise be applied to reduce the amount of the deductions to be made from
such subscriber's subsequent salary payments.
Subscribers will not be entitled to receive, and no adjustment will be made
on account of any cash or stock dividend made payable to shareowners of record
on a date preceding acceptance of subscriptions (including where subscriptions
are accepted on a Purchase Date). In the event of a distribution characterized
by the Board of Directors of UPS or Overseas, as the case may be, as a stock
split prior to acceptance of subscriptions which have been received, the number
of shares subject to the subscription will be adjusted proportionately.
Overseas Capital Stock. Overseas Capital Stock will be sold at the Current
Price in effect when the subscription is accepted by UPS. Subscribers who
remitted payment with their Overseas Subscription Agreement and whose
subscriptions have not been accepted by UPS at the time of an increase in the
Current Price of the Overseas Capital Stock will be notified of the increase,
and the individual subscriber may then choose either: (i) to withdraw his/her
subscription, (ii) to pay UPS the additional amount needed to pay the higher
subscription price or (iii) to reduce his/her subscription.
Subscribers will not be entitled to receive, and no adjustments will be
made on account of any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions. In the event of a
distribution characterized by the Board of Directors of Overseas as a stock
split prior to acceptance of subscriptions which have been received, the number
of shares subject to the subscription will be adjusted proportionately.
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REJECTION OF SUBSCRIPTIONS.
UPS must retain the exclusive right to accept or reject any subscription
until the subscription has been accepted. Since the primary purpose of the
Offering is to enhance the ownership relationship of managers and supervisors
with UPS, events such as changes in a subscriber's employment status with the
Company or the personal financial circumstances of the subscriber or conditions
or activities which suggest that the subscriber is seeking to purchase shares
with a view to short-term speculation rather than investment may result in
rejection. Similarly, changes in applicable federal or local law or regulation
which make it impracticable to continue the Offering generally or in particular
areas may require the rejection of subscriptions or suspension of solicitations.
These examples are intended to illustrate reasons why UPS must reserve the right
to reject any subscription or group of subscriptions and are not intended to
limit the discretion of UPS to reject any subscription. In addition, UPS expects
that it will reject subscriptions which fail to comply with the terms of the
Offering as described in this Prospectus and in the applicable subscription
agreement, although it may alternatively, from time to time, provide a
subscriber with the opportunity to conform to the subscription agreement before
doing so. Upon the rejection of subscriptions, UPS will refund to the
subscriber, without interest, any monies paid by, or deducted from the salary
of, such subscriber on account of his/her subscription.
UPS additionally reserves the right to reject any Payroll Deduction Plan
subscription in whole or in part. UPS in its sole discretion may also reject for
one or more Quarterly Purchase Periods, any quarterly subscription to units by
not deducting the Unit Price of units subscribed to for that Quarterly Purchase
Period from salary payments. UPS may also reject any quarterly subscription to
units after deducting the Unit Price from a subscriber's salary payments by
returning the amount so deducted, without interest, to the subscriber.
WITHDRAWAL OF PAYROLL DEDUCTION PLAN SUBSCRIPTIONS; CHANGE IN THE NUMBER OF
UNITS SUBSCRIBED TO.
An eligible manager or supervisor who has submitted a Subscription
Agreement and Payroll Deduction Authorization and subscribed to units to be paid
for by means of deductions from salary payments may withdraw such subscription
at any time. In the case of quarterly subscriptions, a written notice of
withdrawal will be effective to prevent future deductions from monthly or
semi-monthly salary payments commencing with salary payments to be received in
the month following receipt of the notice by UPS. A written notice of withdrawal
will be effective to prevent a deduction from the one-half month salary payment
only if it is received before November 15. By virtue of a subscriber's agreeing
to participate in the Payroll Deduction Plan and to have UPS process the salary
deductions without charging the subscriber the cost of the related
administrative expenses, a subscriber will be deemed to have agreed that he or
she is entitled to withdraw such subscription and receive a refund of any amount
previously deducted from his/her salary payments in respect of such subscription
only if a written request is received before the first day of the month in which
the next Quarterly Purchase Date occurs in the case of quarterly subscriptions,
or November 15 in the case of subscriptions payable from the one-half month
salary payment. If any such request is not timely received, the subscriber will
purchase the maximum number of units, including any Additional Overseas Share
which may be purchased with the amount deducted, and the amount scheduled to be
deducted, from his/her monthly or semi-monthly salary payments during such
Quarterly Purchase Period in the case of quarterly subscriptions, or the amount
scheduled to be deducted from such subscriber's one-half month salary payment in
the case of subscriptions payable from the one-half month salary payment. No
fractional units or fractional shares of Overseas Capital Stock will be sold.
Any excess amount deducted will be returned to the subscriber, without interest.
Subscribers may increase or decrease the number of units to which they wish
to subscribe in each Quarterly Purchase Period by submitting a new Subscription
Agreement and Payroll Deduction Authorization. The adjusted subscription and
salary deductions will become effective in the month following receipt of the
form by UPS. A subscriber who wishes to adjust the number of units to which he
or she has subscribed from his/her one-half month salary payment may do so by
submitting a new Subscription Agreement and Payroll Deduction Authorization
which UPS must receive by November 15.
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<PAGE> 19
DELIVERY OF THE UPS AND OVERSEAS SHARES FOR THE ACCOUNT OF PURCHASERS UPON
ACCEPTANCE.
As soon as practicable after UPS has accepted a subscription, UPS will
deliver (i) to the Trustee of the Stock Trust, for the benefit of the
subscriber, the UPS shares subscribed to by the purchaser and (ii) to the
Custodian of the Overseas shares, for the benefit of the subscriber, the
Overseas shares subscribed to by the purchaser. A receipt for the UPS shares
will be sent to subscribers by Fidelity as Trustee under the Stock Trust, and
acknowledgements for the Overseas shares will be sent to subscribers by Fidelity
as Custodian for the Overseas shares.
The Overseas shares will be deposited with Fidelity as Custodian for each
subscriber. Fidelity will register the shares in its name and will sell or
otherwise dispose of the shares upon the subscriber's instruction and in
conformity with the restrictions contained in the subscription agreements. Any
cash dividends and other distributions which may be paid on the Overseas shares
will be promptly remitted by Fidelity, as Custodian, to the shareowner.
Owners of Overseas shares held by Fidelity receive periodic statements of
the number of shares of Overseas Capital Stock held for their account and of
dividends paid on those shares. Notice of any regular or special meeting of
shareowners of Overseas are forwarded to shareowners by Fidelity, which votes
the shares as directed by the shareowner or, on request, furnishes the
shareowner with its proxy thus permitting the shareowner to vote the shares of
Overseas stock held for him or her at the meeting.
Until instructions are received by Fidelity requesting that the
certificates for Overseas shares be delivered to a purchaser, Fidelity will
continue to hold such shares, as Custodian for the purchaser.
RIGHTS OF UPS TO REPURCHASE UPS AND OVERSEAS SHARES SOLD IN THE OFFERING.
The UPS Certificate of Incorporation provides UPS with the right to
purchase all or a portion of the shares of UPS Common Stock which a shareowner
seeks to sell or otherwise attempts to transfer for value to a third person at
the same price and upon the same terms as the shares are proposed to be sold to
the third person. See "DESCRIPTION OF UPS COMMON STOCK -- The UPS Right of
Preferential Purchase." In addition, all the UPS shares will be subject to UPS's
purchase rights under the Stock Trust. Under the Trust Agreement governing the
Stock Trust, UPS has certain rights to purchase shares subject to the Stock
Trust at their fair value (as defined in the Trust Agreement) following a trust
participant's death, retirement or other termination of employment with UPS and
when a trust participant seeks to withdraw shares held for his/her benefit under
the Stock Trust. For a more complete discussion of the Stock Trust, the UPS
rights of repurchase and the restrictions on transferability of shares subject
to the Stock Trust, see "UPS MANAGERS STOCK TRUST" herein.
Overseas' Bye-Laws provide UPS with the right to purchase all or a portion
of the shares of Overseas Capital Stock upon a proposed sale or other attempted
transfer for value of those shares, at a price equal to the lesser of the
defined book value of the shares proposed to be sold or the proposed sale price.
See "DESCRIPTION OF OVERSEAS CAPITAL STOCK -- UPS's Right of First Refusal." In
addition, subscribers, in the Subscription Agreement, will be required to afford
UPS the right to purchase the Overseas shares subscribed for following the
beneficial owners retirement, death or other termination of employment with UPS.
UPS may exercise this right to purchase all or a portion of the Overseas shares
of a former employee at any time within a period of three years following such
retirement, death or other termination (if the shareowner then owns less than
500 shares of Overseas Capital Stock) or in cumulative annual installments of up
to 10% per year of such shares during a period of thirteen years following such
termination (if the shareowner then owns 500 or more such shares). The purchase
price is the per share book value of Overseas Capital Stock as determined from
Overseas' audited balance sheet and reported in its most recently published
Annual Report to Shareowners preceding the date of purchase or otherwise
generally made available as of the date of such purchase to shareowners. A
legend describing this right of purchase may be placed on the certificates
representing the Overseas shares. Any transferee of Overseas shares will hold
those shares subject to this right of purchase by UPS.
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<PAGE> 20
CHANGE IN THE OFFERING; INTERPRETATION.
UPS reserves the right, in its sole discretion, to change any term or
condition of, or terminate in its entirety, this Offering at any time, or from
time to time. The interpretation of the terms and conditions of this Offering
shall be in the sole discretion of the Board of Directors of UPS, or any
committee of the Board of Directors to which the Board of Directors has
delegated such responsibility, and any such interpretation which may be made by
the Board of Directors or any such committee from time to time is final and
binding upon all offerees and subscribers in this Offering.
If, at any time or from time to time, there shall occur a change in the
nature of a share of UPS Common Stock or Overseas Capital Stock as a result of a
combination or reclassification of such shares, a subdivision of such shares
characterized by the Board of Directors of UPS or Overseas, as the case may be,
as a stock split or stock dividend, or other similar event, then, unless the
Board of Directors of UPS shall otherwise expressly determine, the number or
type of shares of UPS Common Stock or Overseas Capital Stock comprising a unit
shall automatically be changed and adjusted to reflect such combination,
reclassification, subdivision or other event.
DESCRIPTION OF UPS COMMON STOCK
UPS is authorized to issue 900,000,000 shares of common stock, par value
$.10 per share ("Common Stock"), of which 580,000,000 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 other matters, except that, generally, any shareowner or
shareowners acting as a group (other than the Trust or any employee benefit plan
of UPS) who beneficially own more than 10 percent of the voting stock are
entitled to only one one-hundredth of a vote with respect to each vote in excess
of 10 percent of the voting power of the then outstanding voting stock. Holders
have no preemptive or other right to subscribe to additional shares. In the
event of liquidation or dissolution, they are entitled to share ratably in the
assets available after payment of all obligations. The shares sold pursuant to
this Offering are fully paid and nonassessable. The shares are not redeemable by
UPS except through UPS's exercise of the preferential right of purchase
mentioned below and, in the case of stock subject to the Stock Trust, UPS's
right of purchase in the circumstances described in "UPS MANAGERS STOCK TRUST"
herein.
THE UPS RIGHT OF PREFERENTIAL PURCHASE.
The UPS Certificate of Incorporation provides that no outstanding shares of
UPS capital stock entitled to vote generally in the election of directors may be
transferred, except by bona fide gift or inheritance, unless the shares shall
have been first offered, by written notice, for sale to UPS at the same price
and on the same terms upon which they are to be offered to the proposed
transferee. UPS has the option, within thirty days after receipt of the notice,
to acquire all or a portion of the shares upon the terms offered. If UPS fails
to exercise or waives the option, the shareowner may, within a period of twenty
days thereafter, sell to any other person all, but not part, of the shares which
were previously offered to UPS, for the price and on the terms described in the
offer. All transferees of shares hold their shares subject to the same
restriction. Shares previously offered but not transferred within the twenty-day
period remain subject to the initial restrictions. Shares may be pledged or
otherwise used as collateral security, but no transfer may be made upon a
foreclosure of the pledge unless the shares shall have first been offered to UPS
in the manner described above.
In addition, any shareowner who is an "affiliate" of UPS, as that term is
defined in Rule 144 under the Securities Act of 1933, could effect a public
resale of such participant's shares to a purchaser other than UPS only under the
applicable provisions of that rule or upon delivery of an effective prospectus
applicable to such a resale.
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<PAGE> 21
UPS MANAGERS STOCK TRUST
The Stock Trust is a method by which the individuals who manage and
supervise the affairs of UPS are provided with means of participating in the
stock ownership of UPS during their years of active service and by which their
stock is made available for those who will succeed them in the management of
UPS.
All shares in the Stock Trust are held by Fidelity, as Trustee, for the
benefit of the participants in the Stock Trust, subject to certain rights of
repurchase which the Trust Agreement gives up to UPS.
Participants in the Stock Trust are entitled to receive all dividends on
their shares of UPS Common Stock, except that stock dividends are added to the
shares held by the Trustee for the benefit of the individual participants.
Participants are also furnished with annual reports, proxy statements and other
communications of UPS to its shareowners. A participant may vote his/her shares
by directing the Trustee how to vote, or if a participant chooses to vote
personally, by directing the Trustee to deliver a proxy to him or her.
Any participant may request withdrawal of all or some of the shares held
for his/her benefit under the Stock Trust at any time, or from time to time. UPS
becomes entitled to purchase the shares at their fair value, as defined, within
60 days of receipt of the written request. The Stock Trust defines "fair value"
as the fair value of the shares at the time of sale, or if there is a difference
of opinion as to the value, "fair value" is considered the average price per
share of all shares of UPS Common Stock sold during the 12 months preceding the
sale involved.
For many years, UPS has purchased all shares which employees have asked to
have withdrawn from the Stock Trust at the price at which it was then expressing
its willingness to purchase its own shares.
There is no assurance that UPS will at all times need or be able to
purchase shares which participants wish to sell. If UPS does not purchase the
shares that participants ask to withdraw, they would then be entitled to receive
them, free and clear of the Stock Trust, after expiration of the 60 days and
would be free to sell them subject to a continuing preferential purchase right
which UPS has with respect to all of its stock. See "DESCRIPTION OF UPS COMMON
STOCK -- The UPS Right of Preferential Purchase." There is no charge to
participants upon withdrawal of shares from the Stock Trust.
The Stock Trust provides that participants may, with the consent of UPS,
temporarily withdraw shares from the Trust to pledge them as security for loans
by executing with UPS a consent setting forth the terms and conditions of
withdrawal and delivering it to the Trustee. The Stock Trust also provides that
an attempted assignment or levy upon shares shall be treated as a request to
withdraw the shares from the Stock Trust. Further, consistent with prior
practices under the Stock Trust before it was amended and restated, a
participant may transfer shares of UPS Common Stock by gift or by will or the
laws of descent and distribution to family members, and, in certain limited
circumstances, donations of UPS Common Stock to others may be permitted with the
consent of UPS provided that the transferee of the participant (all such
transferees, collectively the "participant's transferees") agrees to the terms
of the Stock Trust.
The Trust Agreement gives UPS the right to purchase a participant's shares
at their fair value, as defined, following a participant's death, retirement or,
termination of employment. However, if at least 1,000 shares are held for the
benefit of a participant and the participant's transferees under the Stock
Trust, UPS may purchase a cumulative annual amount of 10% of the 1,000 or more
shares held for the benefit of a participant and participant transferees, unless
the owner requests withdrawal of shares from the Stock Trust, whereupon UPS can
purchase them within 60 days of the request.
Further, under the trust agreements in use until July, 1995, which have not
subsequently been modified, if at least 500 shares are held for the benefit of a
participant under such trust agreements when active employment ceases, UPS can
purchase a cumulative annual amount of 10% of the 500 or more shares held for
the benefit of such participant for a period of 13 years after the cessation of
the participant's active employment, unless the participant requests withdrawal
of shares from the trust whereupon UPS can purchase these within 60 days of the
request. If UPS fails to purchase any shares held under such trust agreements
within 13 years after the cessation of the participant's active employment, the
participant has the right to withdraw them, free and clear of the Stock Trust
but subject to the preferential purchase right of UPS referred
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<PAGE> 22
to above. In addition, under trust agreements in use until 1967, which have not
subsequently been modified, UPS has the right in certain cases to purchase stock
held by a participant at any time within three years after the participant
ceases to be an active employee, even though 500 or more shares are held for the
participant's benefit.
If less than 1,000 shares are held for the benefit of a participant and the
participant's transferees when active employment ceases, UPS may purchase all of
the shares beneficially owned by the participant and the participant's
transferees at any time, subject to the owner's right to request withdrawal and
the right of UPS to purchase the shares within the next 60 days.
In addition, under trust agreements in use until July 1995, which have not
subsequently been modified, if less than 500 shares are held for the benefit of
such participant when active employment ceases, UPS may purchase all of the
participant's shares at any time within the following three years, subject to
participant's right to request withdrawal and the right of UPS to purchase the
shares within the next 60 days.
The Stock Trust may be terminated by the vote of a majority of the shares
subject to the Stock Trust, with the prior written consent of UPS, or if the
Trustee should resign, by failure of a majority of participants or UPS to
designate a successor trustee. UPS has the right to remove the Trustee at any
time, with or without cause, and to appoint a successor Trustee. Upon
termination, the shares would be delivered to participants subject to UPS's
right to purchase such shares at fair value upon ninety (90) days' prior written
notice of intention to purchase. UPS may assign its purchase rights under the
Stock Trust to another party.
DESCRIPTION OF OVERSEAS CAPITAL STOCK
Overseas is authorized to issue 900,000,000 shares of Capital Stock, $.10
par value per share, of which 136,000,000 were issued and outstanding on the
date hereof. It is also authorized to issue 200,000,000 shares of Preference
Stock, par value $.10 per share. At present no such shares have been issued or
are outstanding nor are there any plans to issue any such shares.
Each share of Overseas Capital Stock is entitled to one vote in the
election of directors and other matters except that any "Substantial
Shareholder," as defined in Overseas' Bye-Laws, is entitled to only one-
hundredth of a vote with respect to each vote which is in excess of 10 percent
of Overseas' outstanding voting stock (as hereinafter defined). The term
Substantial Shareholder is defined to mean any shareholder, other than UPS or
any employee benefit plan of Overseas or UPS, who is the beneficial owner of
more than 10 percent of the voting power of the outstanding shares of Overseas
entitled to vote generally in the election of directors ("Voting Stock"). There
are no limitations imposed by foreign law, or by Overseas' Memorandum of
Association and Bye-Laws, or by any agreement or other instrument to which
Overseas is a party or to which it is subject, on the right of shareowners,
solely by reason of their citizenship or domicile, to vote Overseas Capital
Stock. Upon liquidation, Overseas' shareowners are entitled to share on a pro
rata basis in the assets of Overseas legally available for distribution to
shareowners.
Fidelity is the transfer agent and registrar for Overseas Capital Stock.
Its address is 765 Broad Street, Newark, New Jersey 07101.
UPS'S RIGHT OF FIRST REFUSAL.
Overseas' Bye-Laws provide that no outstanding shares of Overseas Voting
Stock, including shares of Overseas Capital Stock, may be transferred, except by
bona fide gift or inheritance, unless such shares shall have first been offered,
by written notice, for sale to UPS at the lower of their book value or the price
at which they are to be offered to the proposed transferee and on the same terms
upon which they are to be offered to the proposed transferee. Notices of
proposed transfers must be sent to the Treasurer of UPS, must set forth the
number of shares proposed to be sold, the proposed price per share, the name and
address of the proposed transferee, the terms of the proposed sale and must
contain a statement by the proposed transferee that the information contained in
the notice is true and correct. UPS has the option, within 30 days after receipt
of the notice, to purchase all or a portion of such shares. If UPS fails to
exercise or waives the option, the shareowner may, within a period of 20 days
thereafter, sell to the proposed transferee all, but not part, of the shares
which
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<PAGE> 23
were previously offered to UPS and not purchased by it pursuant to its option,
for the price and on the terms described in the notice. All transferees of
shares hold their shares subject to the same restrictions. Shares previously
offered to UPS but not transferred within the 20 day period remain subject to
the initial restrictions. Shares of Overseas Voting Stock may be pledged but
they may not be transferred upon foreclosure unless they have first been offered
to UPS in the manner described above.
In addition, any shareowner who is an "affiliate" of Overseas, as that term
is defined in Rule 144 under the Securities Act of 1933, could effect a public
resale of each participant's shares to a purchaser other than Overseas only
under the applicable provision of that rule or upon delivery of an effective
prospectus applicable to such a resale.
UPS'S RIGHT TO PURCHASE SHARES DISTRIBUTED AS INCENTIVE AWARDS AND SHARES
SUBSCRIBED TO IN THIS OFFERING.
UPS also has the right under Overseas' Bye-Laws to purchase shares of
Overseas Capital Stock, distributed as incentive awards (including awards under
the Incentive Plan) to employees of UPS and its subsidiaries following the
recipient's retirement, death or other termination of employment. UPS may
exercise this right to purchase all or a portion of such shares of a former
employee at any time within a period of three years following such termination
(if the shareowner owns less than 500 shares of UPS Capital Stock) or thirteen
years (if the shareowner owns 500 or more of such shares). The purchase price
will be the Current Price of the shares purchased at the time of purchase. Any
transferee of shares of such Overseas Capital Stock owned by recipients of the
incentive awards of Overseas shares will hold the same, including any Overseas
shares transferred, subject to this right of purchase by UPS.
Additionally, under Overseas' Bye-Laws and agreements with certain Overseas
shareowners, including the subscription agreements relating to this Offering,
UPS has other rights to purchase Overseas Capital Stock at its book value per
share under certain circumstances. The rights to purchase Overseas Capital Stock
afforded UPS by subscribers in this Offering are similar, but not identical, to
UPS's right to purchase Overseas shares distributed as incentive awards. See
"THE OFFERING -- Rights of UPS to Repurchase UPS and Overseas Shares Sold in
This Offering."
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, 1994, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
EXPERTS -- OVERSEAS
The financial statements incorporated in this Prospectus by reference from
Overseas' Annual Report on Form 10-K for the year ended December 31, 1994, have
been audited by Deloitte & Touche, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
LEGAL MATTERS CONCERNING THE UPS SHARES
The due issuance of the UPS shares being offered has been passed upon by
Messrs. Schnader, Harrison, Segal & Lewis, Philadelphia, Pennsylvania. William
H. Brown, III, a director of UPS, is a partner of Schnader, Harrison, Segal &
Lewis. As of July 1, 1995, Mr. Brown owned 23,300 shares of Common Stock of UPS.
LEGAL MATTERS CONCERNING THE OVERSEAS SHARES
The due issuance of the Overseas shares being distributed as described
herein has been passed upon by Conyers, Dill & Pearman of Hamilton, Bermuda.
Richard S.L. Pearman and John M. Sharpe, each of whom is a Director of Overseas,
are members of that firm, and Nicolas G. Trollope, who is an Alternate Director
of
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<PAGE> 24
Overseas, is also a member of that firm. Jeffrey L. Schedte, a partner of
Schnader, Harrison, Segel & Lewis, has been appointed as the duly authorized
agent of Overseas in the United States for service of process. His address is
Suite 2550, Marquis Two Tower, 285 Peachtree Center Avenue, N.E., Atlanta,
Georgia 30303-1232.
NOTICE TO RESIDENTS OF CALIFORNIA
The offering of securities pursuant to this Prospectus is not being
extended to California residents. However, UPS is willing to consider the waiver
of its rights of first refusal relating to shares of UPS Common Stock and
Overseas Capital Stock to enable managers and supervisors who are residents of
California and who seek to purchase shares of UPS Common Stock and Overseas
Capital Stock from shareowners who wish to sell such shares. Interested
employees should contact their district manager.
NOTICE TO RESIDENTS OF INDIANA
The purchase of shares of Overseas Capital Stock may not be effected by
means of salary deductions in Indiana. Therefore, residents of Indiana who wish
to subscribe to units and to participate in the Payroll Deduction Plan must
tender to UPS, by means of a check or money order, the purchase price of the
shares of Overseas Capital Stock subscribed to by the first day of the month in
which a Quarterly Purchase Date occurs, or by November 15 in the case of
subscriptions to be paid for out of the one-half month salary payment. If such
payment is not received in a timely fashion UPS reserves the right to reject a
subscription for units in its entirety, in which case a subscriber will not be
entitled to purchase any securities, or to fulfill the subscription only for
shares of UPS Common Stock. Salary deductions for the purchase price of shares
of UPS Common Stock will be effected in the manner provided for deduction of the
Unit Price.
If an eligible manager or supervisor resident in Indiana subscribes to a
number of units in any Quarterly Purchase Period or from the one-half month
salary payment which is not evenly divisible by four, resulting in a
subscription for a fractional number of shares of Overseas Capital Stock, then
UPS may, at its option, (i) reject the subscription in full; (ii) notify the
subscriber and allow him/her the opportunity to remit the additional amount to
yield a whole share; or (iii) fulfill the subscription for the purchase of the
whole number of shares of Overseas Capital Stock included in the units and for
which payment has been received, and refund any excess monies to the subscriber.
Currently, UPS intends to reject subscriptions that are for fractional amounts.
22
<PAGE> 25
- ---------------------------------------------------------
- ---------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE DISTRIBUTION OF SHARES OF THE COMMON STOCK OF UPS AND THE CAPITAL STOCK
OF OVERSEAS DESCRIBED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY UPS OR OVERSEAS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION
OF UNITS OR OVERSEAS CAPITAL STOCK SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPS OR OVERSEAS
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION WITH RESPECT TO THE FOREGOING SHARES, OR ANY OTHER SECURITIES, OR
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE OR JURISDICTION INTO WHICH
NEITHER UPS NOR OVERSEAS IS QUALIFIED TO FORWARD SUCH SHARES OR AN OFFER OR
SOLICITATION WITH RESPECT THERETO TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
FORWARD THE SHARES IN SUCH STATE OR JURISDICTION.
---------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
----
<S> <C>
Available Information................................ 3
Incorporation of Certain UPS and Overseas Documents
by Reference....................................... 3
The Companies........................................ 4
UPS................................................ 4
Overseas........................................... 4
Periodic Reports..................................... 5
Potential Conflict of Interest....................... 5
The Offering......................................... 5
Reasons for the Offering........................... 5
Term of the Offering............................... 6
Proceeds from Sales by UPS......................... 6
Eligibility to Subscribe to Units.................. 6
How to Subscribe to Units.......................... 7
Provisions of the Subscription Agreements for
Units............................................ 10
How to Calculate the Unit Price.................... 10
Eligibility to Subscribe to Shares of Overseas
Capital Stock.................................... 11
How to Subscribe to Shares of Overseas Capital
Stock............................................ 11
Provisions of the Overseas Subscription
Agreement........................................ 12
How to Calculate the Price of the Overseas Capital
Stock............................................ 12
Acceptance of Subscriptions by UPS................. 12
Normal Processing and Acceptance of
Subscriptions.................................... 13
Delayed Acceptance of Subscriptions; Unavailability
of Shares........................................ 13
Effects of Changes in Current Prices or Dividends
on Unaccepted Subscriptions...................... 14
Rejection of Subscriptions......................... 16
Withdrawal of Payroll Deduction Plan Subscriptions;
Change in the Number of Units Subscribed To...... 16
Delivery of the UPS and Overseas Shares for the
Account of Purchasers upon Acceptance............ 17
Rights of UPS to Repurchase UPS and Overseas Shares
Sold in the Offering............................. 17
Change in the Offering; Interpretation............. 18
Description of UPS Common Stock...................... 18
The UPS Right of Preferential Purchase............. 18
UPS Managers Stock Trust............................. 19
Description of Overseas Capital Stock................ 20
UPS's Right of First Refusal....................... 20
UPS's Right to Purchase Shares Distributed as
Incentive Awards and Shares Subscribed to in This
Offering......................................... 21
Experts -- UPS....................................... 21
Experts -- Overseas.................................. 21
Legal Matters Concerning the UPS Shares.............. 21
Legal Matters Concerning the Overseas Shares......... 21
Notice to Residents of California.................... 22
Notice to Residents of Indiana....................... 22
</TABLE>
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
[LOGO]
SHARES OF
UNITED PARCEL SERVICE
OF AMERICA, INC.
COMMON STOCK
AND
SHARES OF
OVERSEAS PARTNERS
LTD.
CAPITAL STOCK
UNITED PARCEL SERVICE OF AMERICA, INC.
JULY 20, 1995
OVERSEAS PARTNERS LTD.
JULY 20, 1995
- ---------------------------------------------------------
- ---------------------------------------------------------
<PAGE> 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration Fee................................................................ $151,725.20
Transfer Agent's and Custodian's Fees and Expenses.............................. $ 3,200
Accounting...................................................................... $ 3,000
Printing........................................................................ $ 15,000
Legal........................................................................... $ 10,000
Miscellaneous................................................................... $ 1,000
-----------
$183,925.20*
===========
*Previously paid.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorney's fees) judgements, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action
and the Delaware Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Section 145 of the Delaware General Corporation Law also
provides that the rights conferred thereby are not exclusive of any other right
which any person may be entitled to under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and permits a corporation
to advance expenses to or on behalf of a person to be indemnified upon receipt
of an undertaking to repay the amounts advanced if it is determined that the
person is not entitled to be indemnified.
The Certificate of Incorporation of UPS provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding by reason of the fact that he is or was a director or
officer of UPS (or is or was serving at the request of UPS as director, officer,
employee or agent of another entity), shall be indemnified and held harmless by
UPS to the fullest extent authorized by the Delaware General Corporation Law, as
in effect (or to the extent that indemnification is broadened, as it may be
amended), against all expense, liability and loss (including attorneys' fees,
judgements, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
therewith. Except with respect to actions initiated by an officer or director
against UPS to recover the amount of an unpaid claim, UPS is required to
indemnify an officer or director in connection with an action, suit or
proceeding initiated by such person only if such action, suit or proceeding was
authorized by the Board of Directors of UPS. The Certificate further provides
that an officer or director may (thirty days after a written claim has been
received by UPS) bring suit against UPS to recover an unpaid claim and, if such
suit is successful, the expense of bringing such suit. While it is a defense to
such suit that claimant has not met the applicable standards of conduct which
make indemnification permissible under the Delaware General Corporation Law,
neither the failure of the Board of Directors to have made a determination that
indemnification is proper, nor an actual determination that the claimant has not
met the applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The Certificate also provides that the rights conferred thereby, are
contract rights, that they are not exclusive of any other rights which an
officer or director may have or hereafter acquire under any statute, any other
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and that they include the
right to be paid by UPS the expenses incurred in defending any specified action,
suit or proceeding in advance of its final disposition provided that, if the
II-1
<PAGE> 27
Delaware General Corporation Law so requires, such payment shall only be made
upon delivery to UPS by the officer or director of an undertaking to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under the Certificate or otherwise.
ITEM 16. EXHIBITS.
The exhibits listed hereunder are filed as exhibits hereto.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ----- ----------------------------------------- -----------------------------------------
<S> <C> <C>
4(a) Specimen Certificate of UPS Common Stock Incorporated by Reference to Exhibit 3(a)
to Form 10, as filed April 29, 1970.
4(b) UPS Managers Stock Trust (as amended and Filed herewith.
restated)
4(c) Certificate of Incorporation, as amended Incorporated by Reference to Exhibit
to May 15, 1987 4(iv) to Registration Statement No.
33-19622.
4(d) By-laws as amended through February 21, Incorporated by reference to Exhibit 3(b)
1992 to Registrant's Annual Report on Form
10-K For the Fiscal Year Ended December
31, 1991 (File No. 0-4714).
4(e) Subscription Agreement -- Cash Purchase Filed herewith.
4(f) Subscription Agreement -- Eligible Fiduciary Filed herewith.
4(g) Payroll Deduction Stock Purchase Plan Filed herewith.
Subscription Agreement -- General
4(h) Payroll Deduction Stock Purchase Plan Filed herewith.
Subscription Agreement -- Indiana
5 Opinion of Schnader, Harrison, Incorporated by Reference to Exhibit 5 to
Segal & Lewis Amendment No. 1 to Registration Statement
No. 33-54297.
23(a) Consent of Deloitte & Touche LLP re: Filed herewith.
United Parcel Service of America, Inc.
23(b) Consent of Deloitte & Touche re: Overseas Filed herewith.
Partners Ltd.
23(c) Consent of Schnader, Harrison, Segal & Included in Exhibit 5.
Lewis
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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;
II-2
<PAGE> 28
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed 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.
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 the time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Parcel
Service of America, Inc. 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 the City of Atlanta, State of Georgia.
UNITED PARCEL SERVICE OF AMERICA, INC.
(Registrant)
Date: July 17, 1995
- ------------------------------ By: /s/ Kent C. Nelson
-------------------------------------
Kent C. Nelson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------- ----------------
<S> <C> <C>
/s/ John W. Alden Senior Vice President July 17, 1995
- --------------------------------------------- and Director
John W. Alden
Director July __, 1995
- ---------------------------------------------
William H. Brown, III
/s/ Robert J. Clanin Senior Vice President, July 17, 1995
- --------------------------------------------- Treasurer
Robert J. Clanin and Assistant Secretary
(Chief Financial and Accounting
Officer)
* Director July __, 1995
- ---------------------------------------------
Carl Kaysen
/s/ John P. Kelley Senior Vice President July 17, 1995
- --------------------------------------------- and Director
John J. Kelley
/s/ James P. Kelly Executive Vice President July 17, 1995
- --------------------------------------------- and Director
James P. Kelly
* Director July __, 1995
- ---------------------------------------------
Gary E. MacDougal
/s/ Joseph R. Moderow Senior Vice President, July 17, 1995
- --------------------------------------------- Secretary and Director
Joseph R. Moderow
/s/ Kent C. Nelson Chairman of the Board July 17, 1995
- --------------------------------------------- and Director (Chief Executive
Kent C. Nelson Officer)
Director July 17, 1995
- ---------------------------------------------
Victor A. Pelson
</TABLE>
II-4
<PAGE> 30
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------- ----------------
<S> <C> <C>
* Director July __, 1995
- ---------------------------------------------
John W. Rogers
/s/ Charles L. Schaffer Senior Vice President July 17, 1995
- --------------------------------------------- and Director
Charles L. Schaffer
Director July 17, 1995
- ---------------------------------------------
Robert M. Teeter
/s/ Calvin E. Tyler, Jr. Senior Vice President July 17, 1995
- --------------------------------------------- and Director
Calvin E. Tyler, Jr.
</TABLE>
II-5
<PAGE> 31
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING PAGE
- ----- ------------------------------------- ------------------------------------- ----
<S> <C> <C> <C>
4(a) Specimen Certificate of UPS Common Incorporated by Reference to Exhibit
Stock 3(a) to Form 10, as filed April 29,
1970...............................
4(b) UPS Managers Stock Trust (as amended Filed herewith.......................
and restated)
4(c) Certificate of Incorporation, as Incorporated by Reference to Exhibit
amended to May 15, 1987 4(iv) to Registration Statement
No. 33-19622.......................
4(d) By-laws as amended through February Incorporated by reference to Exhibit
21, 1992 3(b) to Registrant's Annual Report
on Form 10-K For the Fiscal Year
Ended December 31, 1991
(File No. 0-4714)..................
4(e) Subscription Agreement -- Cash Filed herewith.......................
Purchase
4(f) Subscription Agreement -- Eligible Fiduciary Filed herewith......................
4(g) Payroll Deduction Stock Purchase Plan Filed herewith.......................
Subscription Agreement -- General
4(h) Payroll Deduction Stock Purchase Plan Filed herewith.......................
Subscription Agreement -- Indiana
5 Opinion of Schnader, Incorporated by reference to Exhibit
Harrison, Segal & Lewis 5 to Amendment No. 1 to Registration
Statement No. 33-54297.............
23(a) Consent of Deloitte & Touche LLP re: Filed herewith.......................
United Parcel Service of America,
Inc.
23(b) Consent of Deloitte & Touche re: Filed herewith.......................
Overseas Partners Ltd.
23(c) Consent of Schnader, Harrison, Segal Included in Exhibit 5................
& Lewis
</TABLE>
<PAGE> 1
EXHIBIT 4(b)
UPS MANAGERS STOCK TRUST (AS AMENDED AND RESTATED)
This trust arrangement is intended as an improved way of keeping intact the
stockholdings of Members in a single, unified group. It offers a means by which
the people who now manage the affairs of the Company may participate in its
prosperity during their years of active service, and it will make available
stock for purchase by those who will manage and control the Company in future
years. Annual statements will give Members accurate, up-to-date records of the
stock they have purchased; and certificates representing the stock they own will
be kept safe against possible misplacement or loss. Most important, it is hoped
and believed that the combined efforts of Members will produce higher earnings,
larger dividends and increased value for all stock and in other ways result in
benefits to all who are joined in this mutual arrangement.
TRUST AGREEMENT made as of April 15, 1958 (as amended and restated) by certain
owners of shares of United Parcel Service of America, Inc. (the "Company")
Common Stock, par value $.10 per share (the "Common Stock"), who have executed
and delivered trust deposit agreements (such owners of shares being hereinafter
referred to as "Members" and "Additional Members" as those terms are further
defined below) to FIRST FIDELITY BANK, N.A. (the "Trustee").
1. Trust Property. In consideration of the giving to the Trustee of trust
deposit agreements, each Member or Additional Member has deposited with and
delivered, conveyed and assigned to the Trustee shares of Common Stock to be
held by the Trustee in trust upon the terms hereinafter set forth. The terms of
this agreement, which shall be known as UPS MANAGERS STOCK TRUST, shall be
printed on the back of each trust deposit agreement delivered herewith.
2. Annual & Quarterly Statements. The Trustee agrees to deliver or cause to be
delivered to each Member or Additional Member an annual statement setting forth
the Share holdings of the Member or Additional Member as of December 31 of each
year, within thirty (30) days after the end of such year. In addition, within
thirty (30) days after the end of any calendar quarter in which a Member or
Additional Member purchases or sells shares, the Trustee shall send or cause to
be sent to the Member or Additional Member, a quarterly statement showing any
purchases and sales of the Member's or Additional Member's Shares held in the
Trust during the preceding calendar quarter. Each annual and quarterly statement
shall include a legend in substantially the following form:
The shares of United Parcel Service of America, Inc. ("UPS") Common Stock to
which this statement relates are subject to the terms, covenants and conditions
of the UPS Managers Stock Trust, dated as of April 15, 1958 (as amended and
restated) and all amendments thereto; the Certificate of Incorporation of UPS
and all amendments thereto; and the Bylaws of UPS and all amendments thereto;
and may not be transferred except in accordance with the terms and provisions
thereof. A copy of the UPS Managers Stock Trust, Certificate of Incorporation
and Bylaws are on file at the principal office of UPS.
3. Dividends. The Trustee shall hold in trust for each Member or Additional
Member the Shares so deposited by such person, and shall promptly pay to each
Member or Additional Member the full amount of all cash dividends or other
distributions made to the holders of said Shares. The Trustee shall retain in
the Trust all dividends in stock paid upon said Shares so deposited. As to the
portion of any stock dividend which would require fractional shares, the Trustee
shall sell for the account of each Member or Additional Member the fractional
share he/she would otherwise receive, and remit the cash proceeds of such sale
to each said Member or Additional Member. In the event of any distribution in
exchange or upon reorganization the same shall be retained by the Trustee and
continue to be held pursuant to the terms hereof.
4. Voting. Promptly upon receipt of notice of the holding of any regular or
special meeting of the shareowners of the Company, the Trustee shall advise each
Member or Additional Member of the time and place thereof and shall offer to
furnish, and furnish if requested, a proxy permitting each Member or Additional
Member to vote at such meeting the number of Shares of the Company held by the
Trustee hereunder for said Member or Additional Member. Such communication may
be sent by the Trustee by regular mail, not registered or certified. If a proxy
is not requested by a Member or Additional Member more than ten days prior to
such meeting, the Trustee shall execute and deliver to the Secretary of the
Company a proxy to vote at said meeting all the Shares for which no proxy has
been requested as above provided.
5. Release of Shares and UPS Option to Purchase. A Member or Additional Member
may at any time request in writing that the Trustee release all or part of
his/her Shares from the Trust. Upon receipt of such request, the Trustee shall
immediately so notify the Company and if the Company within sixty (60) days
thereafter gives notice to the Trustee of its intention to purchase the Shares
for which release is requested, then such Shares shall not be released from the
Trust and shall be held for delivery to UPS for purchase as provided herein
against payment of the purchase price provided below in Paragraph 6. If UPS does
not exercise its right to purchase, the Trustee shall cause to be delivered to
the Member or Additional Member a certificate, registered in his/her name, for
the Shares requested to be withdrawn.
6. Price. The price to be paid at any time by the Company or its nominee, as
provided in Paragraphs 5 and 7 hereof, shall be the then fair market value of
the said Shares and of any rights, privileges and benefits appurtenant thereto.
In the event of a difference of opinion as to the fair market value, such value
shall be deemed to be the average price per share of all shares sold during the
twelve month period immediately next preceding the receipt by the Company from
the Trustee of the Shares being purchased.
7. Company purchase. (a) At any time after any Member ceases to be an employee
of the Company, the Company may notify the Trustee in writing of the termination
of such employment. After such termination of employment, the Company shall have
the right to purchase Shares from the Member or Additional Member in the manner
set forth below at prices determined in accordance with Paragraph 6 of this
Trust Agreement. Nothing in this Paragraph 7 shall alter or impair the right of
the Member or Additional Member under this Trust Agreement to request release of
the Shares from the Trust, or the right of the Members and Additional Members as
a group to terminate the Trust, or the right of the Company in either event to
purchase the Shares held for the benefit of the Member or Additional Member upon
the occurrence of such event.
(b) If less than 1000 Shares of Common Stock (as adjusted for stock splits,
stock dividends, or other subdivisions, reclassifications or combinations of the
Common Stock occurring after the date hereof), are held by the Trustee for the
benefit of the Member's Group when the Member ceases to be an employee of the
Company, the Company, at any time and from time to time after the termination,
by written notice to the Trustee, may elect to purchase all or any part of the
Shares of the Company then held by the Trustee for the benefit of the Member or
Additional Member. If, at any time or from time to time, the Company shall elect
to purchase less than all of the Shares held by the Member's Group, the Member
shall have the right, subject to the Company's consent, to designate from whom
within the Member's Group the Company's purchase rights under this subparagraph
(b) will be satisfied, and each Additional Member hereunder consents to the
Member's right to designate his/her Shares for purchase hereunder; provided,
however, that if the Member does not designate the person or persons from whom
Shares are to be purchased, or the amounts thereof, or the Company does not
consent to such designation, the Shares shall be purchased as set forth in the
Company's notice to the Trustee.
(c) If 1000 or more Shares of Common Stock (as adjusted for stock splits,
stock dividends or other subdivisions, reclassifications or combinations of the
Common Stock occurring after the date hereof), are held by the Trustee for the
benefit of the Member's Group when the Member ceases to be an employee of the
Company, the Company, from time to time upon sixty (60) days prior written
notice to the Trustee, may elect to purchase such part of the Shares then held
by the Trustee for the benefit of the Member or Additional Member as provided
below. However, the Company may not purchase any Shares held by the Trustee for
the benefit of the Member or Additional Member pursuant to the provisions of
this subparagraph (c) until June of the calendar year next succeeding the year
of termination of the Member's employment. Commencing in June of such year, and
during each succeeding June thereafter, the Company may elect to purchase from
any Member or Additional Member any amount up to an annual amount equal to 10%
of the Shares held by the Trustee for the benefit of the Member's Group at the
time of the termination of such Member's employment. Shares held in the Trust as
a result of any exercise of a stock option or as a result of any stock dividend,
stock split, reclassification or readjustment of the Common Stock occurring
after the termination of a Member's employment shall be deemed to have been
acquired by the Member or Additional Member prior to the termination of the
Member's employment so that the number of Shares that the Company may thereafter
purchase shall be adjusted to reflect the additional shares resulting therefrom.
The Member shall have the right, subject to the Company's consent, to designate
from whom within the Member's Group the Company's purchase rights under this
subparagraph (b) will be satisfied, and each Additional Member hereunder
consents to the Member's right to designate his/her Shares for purchase
hereunder; provided, however, that if the Member does not designate the person
or persons from whom Shares are to be purchased, or the amounts thereof, or the
Company does not consent to such designation, the Shares shall be purchased as
set forth in the Company's notice to the Trustee. Any installment or portion
thereof which the Company does not purchase in any annual period maybe purchased
at any subsequent time.
(d) Promptly upon receipt by the Trustee of any notice by the Company of its
election to purchase Shares, the Trustee shall deliver to the Company, endorsed
in blank, the number of Shares designated therein. Within sixty (60) days after
receipt of the Shares, the Company or its nominee shall transmit directly to the
Member or Additional Member the purchase price for said Shares.
8. Additional Members. Every Additional Member shall execute a trust deposit
agreement, designating the name of the Member from whom he/she acquired the
Shares, and shall agree to be bound by and subject to the terms and provisions
of this Trust Agreement. If an Additional Member shall fail or refuse to do so,
the Company may at any time thereafter, at its option, either (a) purchase such
Shares at the price set forth in Paragraph 6 of this Trust Agreement or (b)
require the Additional Member to execute a trust deposit agreement.
Notwithstanding the foregoing, every transferee of Shares of a Member shall be
deemed to be an Additional Member and a member of such Member's Group and shall
receive and hold the Shares subject to the terms and provisions of this Trust
Agreement.
9. Hypothecation. Any Member or Additional Member may, if the Company
consents, temporarily withdraw for the purpose of hypothecation, as security for
loans, all or any part of the Shares held for him/her by the Trustee hereunder.
The terms and conditions of such withdrawal shall be set forth in a consent to
be executed by the Company and such Member or Additional Member and delivered to
the Trustee. By permitting the hypothecation of the Shares, the Company is in no
way recommending that the Member or Additional Member hypothecate such Shares.
10. Non-assignability. The rights of a Member or Additional Member hereunder
shall be non-assignable. Any attempted assignment thereof by a Member or
Additional Member, or any levy upon or seizure or taking thereof, shall be
equivalent to a request to release the said Shares from this Trust. Thereupon
all provisions of Paragraph 5 hereof shall become operative as though said
Member or Additional Member had requested a release.
11. Trustee's powers and duties. The Trustee shall retain the Shares placed in
trust hereunder, without liability for any decline in the value thereof even if
the same shall become non-income producing. The Trustee may register the Shares
in its own name as trustee, or in the name of a nominee or nominees. The Trustee
shall have power to exercise any conversion privileges, and to consent to or
otherwise participate in any mergers, consolidations, reorganizations,
dissolutions, exchanges or other changes affecting the Shares or to delegate its
discretionary powers relating thereto. The Trustee shall also have power to
employ suitable agents and counsel, who may be counsel for the Company, and to
pay their reasonable expenses and compensation. The Trustee may also continue to
have and exercise, after the termination of this Trust until final distribution
thereof, all the title, powers, discretions, rights and duties conferred or
imposed upon the Trustee by law or by this Trust Agreement during the existence
of the Trust. The Trustee shall also have the power to deposit any Shares held
in trust hereunder into another trust (the "Master Trust") created to hold
capital stock of the Company for the purpose of facilitating recordkeeping and
other administrative functions relating to capital stock held in trust;
provided, however, that nothing in such Master Trust will affect the terms or
provisions of this Trust Agreement.
12. Trustee's liability. The Trustee shall not be under any obligation
hereunder to require or enforce the payment by the Company of any sums to any
Member or Additional Member or the delivery by the Company to such Member or
Additional Member of any Shares. The Trustee may rely upon and need not inquire
into the accuracy of any notice given under Paragraph 7 hereof. In the event of
any dispute hereunder, the Trustee shall be under no liability if it shall act
pursuant to advice of its legal counsel, or may await a final decision by a
court of competent jurisdiction before acting. The Trustee shall in no event be
subject to any liability for any act or omission in connection with this Trust,
except due to its own gross negligence, willful misconduct or lack of good
faith.
13. Change of Trustee. The Trustee may at any time resign as Trustee hereunder
by giving to each Member and Additional Member written notice of its intention
to resign at least ninety (90) days prior to the effective date thereof. Within
sixty (60) days after the giving of such notice, the Members and Additional
Members for whom a majority of the Shares are held hereunder may designate in
writing a new trustee, and such new trustee so designated shall become Trustee
hereunder. If within such sixty (60) day period no such designation of a new
trustee has been made, the Company may, at any time prior to the effective date
of such resignation, designate a new trustee. If no new trustee is designated,
the Trust shall terminate. Further, the Company shall have the right to remove
the Trustee at any time, with or without cause, and appoint a successor trustee;
provided that such successor trustee is a bank, lending institution, trust
company or other financial institution, having trust powers, with a combined
capital and surplus of at least $100 million, and provided further, that the
Company does not have deposits or loan facilities with such bank, lending
institution, trust company or other financial institution in amounts of more
than $100 million.
14. Termination. Members and Additional Members for whom a majority of the
shares are held hereunder may at any time, with the prior written consent of the
Company, terminate this Trust by written notice delivered to the Trustee. Upon
any termination of this Trust, whether by act of the Members and Additional
Members or by failure to designate a successor trustee, the Trustee shall
promptly deliver to the Company, endorsed in blank, the total number of shares
of the Company then held by the Trustee hereunder, together with a list of the
Members and Additional Members entitled thereto. The Company shall promptly
thereafter deliver to each Member and Additional Member certificates for the
number of Shares held for him/her hereunder. In such event, however, the Members
and Additional Members hereby grant to the Company an option to purchase such
Shares. The terms of the option to purchase granted to the Company shall be as
set forth in the legend below and such terms are incorporated herein by
reference. The certificates for such Shares shall, in addition to any other
legend indicating restrictions on the transfer thereof or any right to purchase
such Shares pursuant to the Certificate of Incorporation or Bylaws of the
Company, bear a legend setting forth such option to purchase as follows:
OPTION TO PURCHASE: The shares of Common Stock of the Company evidenced by
this certificate (and shares of the Common Stock of the Company or other
securities distributed as a dividend thereon, or in conversion or
reclassification thereof, or exchange therefor) are subject to repurchase by the
Company, upon ninety (90) days' prior written notice of its intention to
repurchase, sent by certified or registered mail to the record holder hereof at
the latest address of such holder appearing on the stock books of the Company,
at a price per share in cash equal to the fair market value of the Common Stock
of the Company (or such other security) at the time of such repurchase;
provided, however, that in the event of a difference of opinion as to the fair
market value of the Common Stock of the Company, such value shall be deemed to
be the average price per share of all shares sold during a period of twelve (12)
months ending on the date of such repurchase. Subject to the terms hereof, the
Company may exercise its right of repurchase hereunder at any time and from time
to time, as to all or less than all shares of the Common Stock of the Company
(or any such other security) subject to such right and held by any person or
persons, irrespective of whether such shares are transferred prior to such
exercise. Until the repurchase thereof, the holder of any such shares of the
Common Stock of the Company (or any such other security) shall have all of the
voting and other rights pertaining to such shares.
15. Liquidation. In the event of liquidation or dissolution of the Company
this Trust shall forthwith terminate, and any liquidating dividend received by
the Trustee shall be distributed in proportion to the number of Shares then held
for the Members and Additional Members.
16. Definitions. (a) "Additional Member" means, to the extent permitted by the
Company's Certificate of Incorporation and Bylaws and as determined from time to
time by the Company's Board of Directors, any donee, heir, legatee,
administrator, or executor of a Member; any trustee or custodian of an
individual retirement account of a Member; and any other transferee, as
permitted above, of Shares from a Member. For the purpose of determining when
the Company's purchase option under Paragraph 7 commences, the employment of the
Member from whom an Additional Member acquired his/her Shares shall govern.
(b) "Company" means United Parcel Service of America, Inc., or any successor
corporation.
(c) "Manager and Supervisor of the Company" means current and former managers
and supervisors of the Company or any of its subsidiaries or affiliates.
(d) "Member" means each Manager and Supervisor of the Company signing a trust
deposit agreement hereunder.
(e) "Member's Group" means the Member and each Additional Member who acquired
Shares, directly or indirectly, from such Member.
(f) "Shares" means the shares of Common Stock deposited hereunder pursuant to
a trust deposit agreement and any securities relating to share dividends, stock
splits, reclassifications or readjustments relating to such shares. Whenever
reference is made in this agreement to the delivery of Shares, the same shall be
deemed to mean the delivery of a certificate or certificates representing the
said Shares. Whenever reference is made in this agreement to the delivery of
Shares endorsed in blank, the same shall be deemed to mean the delivery of a
certificate or certificates representing said Shares endorsed in blank for
transfer.
17. Life Insurance. The Company, or a trust created by the Company, may
purchase one or more life insurance policies on the lives of Members in order to
indemnify itself in the event of a death of a Member and for other corporate
purposes. By his/her signature, the Member hereby consents to the purchase by
the Company of a life insurance policy on his/her life and agrees to do all
things necessary and proper to facilitate the purchase of such policy. The
Member shall not be the owner of, nor have any ownership rights in, such policy,
and the Member shall not have any right to designate beneficiaries under such
policy.
18. Assignability of Purchase Rights. Any of the purchase rights granted to
the Company hereunder shall be assignable by the Company, in its sole
discretion.
19. Notices. Except as provided in Paragraph 4, any notice or delivery of cash
or certificates required or permitted hereunder shall be deemed duly given and
completed if properly addressed to the addressee, at his/her last address of
record, and deposited in the U.S. mail, by certified or registered mail, or sent
via UPS Next Day Air.
20. Situs. This agreement is entered into and the trust property delivered in
the State of New Jersey. The situs of the trust, including all additions
thereto, shall be the State of New Jersey, and the trust shall be governed by,
construed and administered in accordance with the laws of New Jersey.
21. Severability. If any of the provisions of this Trust Agreement shall be
held invalid by a court of appropriate jurisdiction, this Trust Agreement shall
be construed as if not containing such provisions and the rights and obligations
of the parties shall be construed and enforced accordingly.
IN WITNESS WHEREOF this agreement has been executed the day and year first
above written.
FIRST FIDELITY BANK, N.A.
By
---------------------------------------------------
SENIOR VICE PRESIDENT
<PAGE> 1
EXHIBIT 4(e)
To subscribe to Units, you must complete, sign, date and deliver one copy of
this Subscription Agreement and the enclosures set forth below to the District
Controller for the district in which you are employed.
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
United Parcel Service of America, Inc.
55 Glenlake Parkway, NE
Atlanta, GA 30328
Attn: SHAREOWNER RELATIONS
Gentlemen:
1. Purchase of Shares. I hereby subscribe to (not less than 20 nor more than
10,000 units together with units subscribed to by a trustee or custodian of my
individual retirement account) Units, each consisting of 1 share of
United Parcel Service of America, Inc. ("UPS") Common Stock and 1/4 share of
Overseas Partners, Ltd. ("Overseas") Capital Stock, except as may be provided
below. If such number of units is not evenly divisible by four, UPS may, at its
option, (i) reject this subscription in full; (ii) notify you and allow you to
remit such additional amount to yield a whole share of Overseas Capital Stock
("Additional Overseas Shares"); or (iii) fulfill this subscription for the
purchase of the whole number of shares of Overseas Capital Stock included in the
units and for which payment has been received and refund any excess monies to
you. Currently, UPS intends to reject subscriptions for fractional amounts.
I enclose a check or money order payable to the order of "United Parcel
Service of America, Inc." in the amount of $ , which equals (a) the
product of the number of units subscribed to hereby multiplied by the sum of (i)
the Current Price of a UPS share (as determined from the most recent UPS
Shareowners Letter) and (ii) one-fourth of the Current Price of an Overseas
share (i.e. one-fourth of the Book Value of an Overseas Share as determined from
Overseas' most recently published Annual Report to Shareowners).
2. Election. I understand that the Units consist of 1 UPS share and 1/4 share
of Overseas. In the event that there are not enough UPS or Overseas shares
available to satisfy my subscription for such shares contained in the Units, I
hereby authorize UPS to do the following: (please check one box)
/ / To substitute for such unavailable UPS or Overseas shares, any available
shares equal to the value of unavailable shares and return to me any
amount, without interest, of the subscription relating to any fractional
amount of available shares that would result from such substitution; or
/ / To fill my subscription for Units with the available shares allocable to
such Units and return to me the amount, without interest, of the
subscription allocable to unavailable shares; or
/ / To cancel my Subscription Agreement return to me my check or money order,
without interest.
3. Authorizations and Delivery Instructions. I hereby authorize UPS, as my
agent, to do the following:
<TABLE>
<S> <C>
(a) to deliver the UPS shares to which I have subscribed (the "UPS Shares") to First Fidelity Bank, N.A. ("Fidelity"), as
Trustee of the UPS Managers Stock Trust, as amended and restated, and the UPS Employees Stock Trust to enable the
Trustee to hold the UPS Shares in accordance with the applicable stock trust; and
(b) to deliver the Overseas shares to which I have subscribed (the "Overseas Shares") to Fidelity, as Custodian, to be
held for my benefit as more fully described in the Prospectus.
</TABLE>
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares. I hereby
grant to UPS the right to repurchase the Overseas Shares (and any shares of
Overseas Capital Stock issued as dividends on or in stock splits or
reclassifications of the Overseas Shares, and any other securities or property
delivered as distributions of the Overseas Shares all of which are referred to
collectively as the "Resulting Securities") following my retirement, death or
other termination of employment with UPS or any of its subsidiaries. If I
beneficially own less than 500 shares of Overseas Capital Stock at the time of
my retirement, death or other termination of employment with UPS or any of its
subsidiaries, then UPS may exercise this right to repurchase all or a portion of
the Overseas Shares and any Resulting Securities at any time within a period of
three years following termination. If I beneficially own 500 or more shares of
Overseas Capital Stock at the time of my retirement, death or other termination
of employment, then for a period of thirteen years from such termination UPS may
exercise its right to repurchase a cumulative annual amount of ten percent of
the Overseas Shares and any Resulting Securities. The purchase price per share
to be paid by UPS upon the exercise of the foregoing right to purchase shall be
that provided in Bye-Law Number 40(13) of the Bye-Laws of Overseas. The rights
conferred hereunder shall be in addition to and not in limitation of UPS's
rights to repurchase shares of Overseas Capital Stock contained in the Bye-Laws
of Overseas. I understand that the foregoing rights of UPS are more fully
described in the Prospectus and I am familiar with such description therein.
I agree that any transferee of the Overseas Shares and any Resulting
Securities including, without limitation to purchasers, donees, heirs, legatees
and personal representatives and any subsequent transferee of those Shares, will
acquire and hold such Shares and Resulting Securities subject to the rights of
UPS described in the foregoing paragraph. In addition to any other legend
required by Overseas' Bye-Laws, UPS and Overseas shall have the right to place a
legend on certificates representing the Overseas Shares and any Resulting
Securities which describes UPS's right of repurchase under this Subscription
Agreement.
5. Further Provisions. I further acknowledge and agree that:
<TABLE>
<S> <C>
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS has the right, at its sole discretion, to accept or reject my submission;
(c) My subscription will become binding upon UPS only upon acceptance by UPS;
(d) My rights with respect to refund of the payment I have made and to interest, if any, on funds held by UPS pending
delivery of shares, withdrawal or rejection of my subscription are as set forth in the Prospectus;
(e) The units, including the Additional Overseas Share, to which I have subscribed will be sold to me at the Current
Prices in effect at the time my subscription is accepted by UPS, which may be greater or less than the Current Prices
in effect at the date of this Agreement, and my rights with respect to a change in the Price of units, including
Additional Overseas Shares, are as set forth in the Prospectus;
(f) Upon acceptance by UPS, this Subscription Agreement shall be binding upon and inure to the benefit of my heirs,
executors, administrators, and personal representatives;
(g) I have read the Prospectus and I am familiar with its terms; and
(h) If I have not yet executed and delivered to UPS a UPS Managers Stock Trust (as amended and restated) Deposit
Agreement ("Managers Deposit Agreement") in connection with an award under the UPS Managers Incentive Plan, or a UPS
Employees Stock Trust Deposit Agreement ("Employees Deposit Agreement"), I enclose herewith a properly executed
Managers Deposit Agreement or Employees Deposit Agreement with respect to the UPS shares included in the units to
which I have subscribed and authorize UPS to deliver such Agreement to the Trustee.
</TABLE>
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed.
<TABLE>
<S> <C> <C>
/ /
- ----------------------------------------------------------------- -------------------------------
Social Security No. Full name of eligible employee
- ------------------------------ ------------------------------ -------------------------------
Account Number Work Phone Number Home address of eligible
employee
- ------------------------------ ------------------------------ -------------------------------
Date Location City, State and Zip Code
- ----------------------------------------------------------------- -------------------------------
Witness (an officer, District Manager, or Equivalent) Signature of eligible employee
</TABLE>
<PAGE> 1
EXHIBIT 4(f)
To subscribe to Units, complete, sign, date and deliver one copy of this
Subscription Agreement and the enclosures set forth below to the United Parcel
Service of America, Inc..
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
(Eligible Fiduciaries)
United Parcel Service of America, Inc.
55 Glenlake Parkway, NE
Atlanta, GA 30328
Attn: SHAREOWNER RELATIONS
Gentlemen:
1. Purchase of Shares. The undersigned eligible fiduciary (as defined in the
Prospectus) hereby subscribes to (not less than 20 nor more than 10,000 units,
together with the employee whose name and social security number is written
below) Units on behalf of the account of , each
consisting of 1 share of United Parcel Service of America, Inc. ("UPS") Common
Stock and 1/4 share of Overseas Partners, Ltd. ("Overseas") Capital Stock,
except as may be provided below. If such number of units is not evenly divisible
by four, UPS may, at its options, (i) reject this subscription in full; (ii)
notify the undersigned and allow the undersigned to remit such additional amount
to yield a whole share of Overseas Capital Stock ("Additional Overseas Share");
or (iii) fulfill this subscription for the purchase of the whole number of
shares of Overseas Capital Stock included in the units and for which payment has
been received and refund any excess monies to the undersigned. Currently, UPS
intends to reject subscriptions for fractional shares.
Enclosed is a check or money order payable to the order of "United Parcel
Service of America, Inc." in the amount of $ , which equals (a) the
product of the number of units subscribed to hereby multiplied by the sum of (i)
the Current Price of a UPS share (as determined from the most recent UPS
Shareowners Letter) and (ii) one-fourth of the Current Price of an Overseas
share (i.e. one-fourth of the Book Value of an Overseas Share as determined from
Overseas' most recently published Annual Report to Shareowners).
2. Election. The undersigned understands that the Units consist of 1 UPS
share and 1/4 share of Overseas. In the event that there are not enough UPS or
Overseas shares available to satisfy this subscription for such shares contained
in the Units, the undersigned hereby authorizes UPS to do the following: (please
check one box)
/ / To substitute for such unavailable UPS or Overseas shares, any available
shares equal to the value of the unavailable shares and return to the
undersigned any amount, without interest, of the subscription relating to
any fractional amount of available shares that would result from such
substitution; or
/ / To fill the subscription for Units with the available shares allocable to
such Units and return to the undersigned the amount, without interest, of
the subscription allocable to unavailable shares; or
/ / To cancel the Subscription Agreement return to the undersigned its check
or money order, without interest.
3. Authorizations and Delivery Instructions. The undersigned hereby
authorizes UPS, as my agent, to do the following:
<TABLE>
<S> <C>
(a) to deliver the UPS shares to which the undersigned has subscribed (the "UPS Shares") to First Fidelity Bank, N.A.
("Fidelity"), as Trustee of the UPS Managers Stock Trust, as amended and restated (the "Stock Trust"), and the UPS
Employees Stock Trust to enable the Trustee to hold the UPS Shares in accordance with the applicable stock trust; and
(b) to deliver the Overseas shares to which the undersigned has subscribed (the "Overseas Shares") to Fidelity, as
Custodian to be held as more fully described in the Prospectus.
</TABLE>
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares. The
undersigned hereby grants to UPS the right to repurchase the Overseas Shares
held for the benefit of the employee whose name and social security number is
written below (and any shares of Overseas Capital Stock issued as dividends on
or in stock splits or reclassifications of the Overseas Shares, and any other
securities or property delivered as distributions of the Overseas Shares all of
which are referred to collectively as the "Resulting Securities") following the
retirement, death or other termination of employment of such employee with UPS
or any of its subsidiaries. If the undersigned is record owner of less than 500
shares of Overseas Capital Stock held for the benefit of the employee whose name
and social security number is written below at the time of the retirement, death
or other termination of employment of such employee with UPS or any of its
subsidiaries, then UPS may exercise this right to repurchase all or a portion of
the Overseas Shares and any Resulting Securities at any time within a period of
three years following termination. If the undersigned is record owner of 500 or
more shares of Overseas Capital Stock held for the benefit of the employee whose
name and social security number is written below at the time of the retirement,
death or other termination of employment of such employee, then for a period of
thirteen years from such termination UPS may exercise its right to repurchase a
cumulative annual amount of ten percent of the Overseas Shares and any Resulting
Securities. The purchase price per share to be paid by UPS upon the exercise of
the foregoing right to purchase shall be that provided in Bye-Law Number 40(13)
of the Bye-Laws of Overseas. The rights conferred hereunder shall be in addition
to and not in limitation of UPS's rights to repurchase shares of Overseas
Capital Stock contained in the Bye-Laws of Overseas. The undersigned understands
that the foregoing rights of UPS are more fully described in the Prospectus and
is familiar with such description therein.
In addition to any other legend required by Overseas' Bye-Laws, UPS and
Overseas shall have the right to place a legend on certificates representing the
Overseas Shares and any Resulting Securities which describes UPS's right of
repurchase under this Subscription Agreement.
5. Further Provisions. The undersigned acknowledges and agrees that:
<TABLE>
<S> <C>
(a) The subscription is not subject to transfer or assignment by the undersigned;
(b) UPS has the right, at its sole discretion, to accept or reject the undersigned's subscription;
(c) The undersigned's subscription will become binding upon UPS only upon acceptance by UPS;
(d) The undersigned's rights with respect to refund of the payment made and to interest, if any, on funds held by UPS
pending delivery of shares, withdrawal or rejection of my subscription are as set forth in the Prospectus;
(e) The units, including the Additional Overseas Share, to which the undersigned has subscribed will be sold to me at the
Current Prices in effect at the time this subscription is accepted by UPS, which may be greater or less than the
Current Prices in effect at the date of this Agreement, and the undersigned's rights with respect to a change in the
Price of units, including Additional Overseas Shares, are as set forth in the Prospectus;
(f) The undersigned has read the Prospectus and is familiar with its terms; and
(g) If the undersigned has not yet executed and delivered to UPS a UPS Managers Stock Trust (as amended and restated)
Deposit Agreement ("Managers Deposit Agreement") or a UPS Employees Trust Deposit Agreement ("Employees Deposit
Agreement"), I enclose herewith a properly executed Managers Deposit Agreement or Employees Deposit Agreement with
respect to the UPS shares included in the units to which I have subscribed and authorize UPS to deliver such Agreement
to the Trustee.
</TABLE>
NOTE: All items below except the signature of the authorized signatory of
eligible fiduciary and the eligible employee must be printed or typed.
<TABLE>
<S> <C>
- ----------------------------------------------------------------- ---------------------------------------------------------------
Name of eligible employee Name of eligible fiduciary
- ----------------------------------------------------------------- ---------------------------------------------------------------
Signature of eligible employee Authorized signatory
- ----------------------------------------------------------------- ---------------------------------------------------------------
Account number Address of eligible fiduciary
- ----------------------------------------------------------------- ---------------------------------------------------------------
Witness (an Officer, District Manager, or Equivalent) City, State and Zip Code
- ----------------------------------------------------------------- ---------------------------------------------------------------
Date Date
</TABLE>
<PAGE> 1
EXHIBIT 4(g)
GENERAL
PAYROLL DEDUCTION STOCK PURCHASE PLAN
Subscription Agreement and Payroll Deduction Authorization
United Parcel Service of America, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
Gentleman:
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 subscribes to purchase:
(a)----------------- units of stock monthly, to be purchased quarterly, the
cost of which shall be deducted from my monthly or semi-monthly paychecks
as authorized below;
and/or
(b)----------------- units of stock, the cost of which shall be deducted from
my One-Half Month paycheck in December 199 .
Each unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") and one-fourth of a share of the capital stock
of Overseas Partners Ltd. ("Overseas"). The purchase price of each unit shall be
the sum of (i) the Current Price of a UPS share (as determined from the most
recent UPS Shareowner letter) and, (ii) one-fourth of the Current Price of an
Overseas share (i.e. one-fourth of the net book value of an Overseas Share as
determined from Overseas' most recently published Annual Report to Shareowners
or otherwise generally made available to Shareowners). Additionally, the
undersigned subscribes to the purchase, at a price based on the Current Price of
an Overseas share, of Additional Overseas Shares under the circumstances and at
the times described in the Prospectus, as necessary to round up to the next
whole share any fractional Overseas shares otherwise subscribed to hereunder. I
understand that no fractional shares will be sold hereunder and that my
subscription to Additional Overseas Shares is limited to those necessary to
prevent the purchase of fractional Overseas shares hereunder. The amount of
payroll deductions shall be adjusted automatically as the purchase price per
unit increases or decreases so that the total amount deducted from my paychecks
during each quarterly period in which purchases are made equals the purchase
price of a unit multiplied by the number of units to which I have subscribed.
The amount of payroll deductions will also be adjusted automatically, as
described in the Prospectus, to reflect the additional cost of any Additional
Overseas Shares.
2. I understand that the Units consist of 1 UPS share and 1/4 share of
Overseas. In the event that there are not enough UPS or Overseas shares
available to satisfy my subscription for such shares contained in the Units, I
hereby authorize UPS to do the following: (please check one box)
/ / To substitute for such unavailable UPS or Overseas shares, any available
shares, up to the nearest number of whole shares, equal to the value of
the unavailable shares and deduct such amount from my salary as described
above; or
/ / To fill my subscription for units with the available shares allocable to
such units and deduct only that amount from my salary as described above;
or
/ / To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient shares available to satisfy my
subscription.
3. Authorizations and Delivery Instructions
I hereby authorize UPS, as my agent, to do the following:
(a)to deliver the UPS shares to which I have subscribed (the "UPS Shares") to
First Fidelity Bank, N.A. ("Fidelity"), as Trustee of the UPS Managers
Stock Trust (the "Stock Trust") to enable the Trustee to hold the UPS
Shares in accordance with the Stock Trust; and;
(b)to deliver the Overseas shares to which I have subscribed (the "Overseas
Shares") to Fidelity, as Custodian, to be held for my benefit as more
fully described in the Prospectus.
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares
I hereby grant to UPS the right to repurchase the Overseas Shares (and any
shares of Overseas Capital Stock issued as dividends on or in stock splits or
reclassifications of the Overseas Shares, and any other securities or property
delivered as distributions of the Overseas Shares all of which are referred to
collectively as the "Resulting Securities") following my retirement, death or
other termination of employment with UPS or any of its subsidiaries. If I
beneficially own less than 500 shares of Overseas Capital Stock at the time of
my retirement, death or other termination of employment with UPS or any of its
subsidiaries, then UPS may exercise their right to repurchase all or a portion
of the Overseas Shares and any Resulting Securities at any time within a period
of three years following termination. If I beneficially own 500 or more shares
of Overseas Capital Stock at the time of my retirement, death or other
termination of employment, then for a period of thirteen years from such
termination UPS may exercise its right to repurchase a cumulative annual maximum
of ten percent of the Overseas Shares and any Resulting Securities. The purchase
price per share to be paid by UPS upon the exercise of the foregoing right to
purchase shall be that provided in Bye-Law Number 40(13) of the Bye-Laws of
Overseas. The rights conferred hereunder shall be in addition to and not in
limitation of UPS's right to repurchase shares of Overseas Capital Stock
contained in the Bye-Laws of Overseas, I understand that the foregoing rights of
UPS are more fully described in the Prospectus and I am familiar with such
description therein.
I agree that any transferee of the Overseas Shares and any Resulting
Securities including, without limitation to, purchasers, donees, heirs, legatees
and personal representatives and any subsequent transferee of those Shares, will
acquire and hold such Shares and Resulting Securities subject to the rights of
UPS described in the foregoing paragraph. In addition to any other legend
required by Overseas' Bye-Laws, UPS and Overseas shall have the right to place a
legend on certificates representing the Overseas Shares and any Resulting
Securities which describes UPS's right of repurchase under this Subscription
Agreement.
5. Further Provisions. I further acknowledge and agree that:
(a)My subscription is not subject to transfer or assignment by me;
(b)UPS has the right, at its sole discretion, to accept or reject my
subscription;
(c)My subscription will become binding upon UPS only upon acceptance by UPS;
(d)Eligibility to participate in the Plan is limited to employees who have
received awards in the most recent distribution under the UPS Managers
Incentive Plan and that my subscription is subject to termination by the
Salary Committee of UPS at any time;
(e)Upon acceptance by UPS, this Subscription Agreement shall be binding upon
and inure to the benefit of my heirs, executors, administrators, and
personal representatives;
(f)After effectuation of the sale of any securities pursuant hereto by UPS
in any quarter, my authorization of any payroll deductions which have not
been made on or prior to the date of such sale and which relate to the
purchase of any securities in that quarter will be irrevocable. Any such
amounts which cannot be deducted from paychecks to be received after the
date of such sale may, at UPS' option, be deducted from any other monies
owing to me from UPS and, until collected, otherwise remains an
obligation upon which I am personally liable;
(g)I have read the Prospectus and I am familiar with its terms; and
(h)If I have not yet executed and delivered to UPS a UPS Managers Stock Trust
Deposit Agreement ("Deposit Agreement") in connection with an award under
the UPS Managers Incentive Plan, I enclose herewith a properly executed
Deposit Agreement with respect to the UPS shares included in the units to
which I have subscribed and authorize UPS to deliver such Agreement to the
Trustee of the Stock Trust.
In connection with the foregoing, I understand that if I have elected to
subscribe to units quarterly, my subscription to purchase units in any quarter
is not binding upon UPS until the subscription for such quarter is accepted by
UPS, and UPS may reject my subscription in any quarter notwithstanding UPS'
acceptance of my subscription in any prior quarter, and without any affect on
UPS' ability to accept or reject my subscription in any subsequent quarter.
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed.
<TABLE>
<S> <C>
/ /
- ------------------------------------------------------------------ ------------------------------------------------------------
Social Security No. (District or Location of eligible employee)
- ------------------------------------------------------------------ ------------------------------------------------------------
Account Number (Full Name of eligible employee)
- ------------------------------------------------------------------ ------------------------------------------------------------
Date (Home Address of eligible employee)
- ------------------------------------------------------------------ ------------------------------------------------------------
Witness (an Officer, District Manager, or equivalent) (Signature of eligible employee)
</TABLE>
II. Payroll Deduction Authorization
ATTN: PAYROLL DEPARTMENT
, 199
------------------------------------ -
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 UPS'
account in payment of the purchase price of the units and any Additional
Overseas Shares thereby subscribed to.
If I have subscribed to the quarterly purchase of UPS and Overseas shares
through deductions from my monthly or semi-monthly paychecks, I understand that
such deductions will continue until cancelled by me in a written notice
delivered by me to UPS, and that the amount of deductions will be adjusted
automatically to reflect changes in the Current Price of UPS and Overseas shares
and the cost of any Additional Overseas Shares. If I am paid semi-monthly, I
understand that one-half of the total amount to be deducted from my paychecks in
each month will be deducted from each semi-monthly paycheck. 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 effected.
If I have subscribed to the purchase of UPS and Overseas shares through
deductions from my One-Half Month paycheck, I understand that the deduction will
be made only in 199 and must be renewed by me in each subsequent year. I further
understand that if I elect to cancel such subscription and deductions such
cancellation will not be effective unless it is received by UPS before November
15.
I understand that once a sale of any securities has been effected by UPS this
authorization of deductions from my paychecks shall be irrevocable with respect
to any deductions which relate to the payment of the purchase price of any
securities the sale of which has been completed.
<TABLE>
<S> <C>
- ------------------------------------------------------------------ -------------------------------------------------------------
Witness (Signature of Eligible Employee)
</TABLE>
017062 8/94 (5M 10/94)
WHITE -- SHAREOWNER RELATIONS COPY PINK -- PAYROLL COPY
<PAGE> 1
EXHIBIT 4(h)
INDIANA
PAYROLL DEDUCTION STOCK PURCHASE PLAN
Subscription Agreement and Payroll Deduction Authorization
United Parcel Service of America, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
Gentlemen:
This Subscription Agreement and Payroll Deduction Authorization supersedes and
replaces any Subscription Agreement and Payroll Deduction Authorization bearing
an earlier date when I have previously executed and submitted, to the extent it
is inconsistent with the earlier form.
I. Subscription Agreement
1. The undersigned hereby subscribes to purchase:
(a)-------- units of stock monthly, to be purchased quarterly, the cost of the
shares of UPS Common Stock included in such units being deducted from my
monthly or semi-monthly paychecks as authorized below and the cost of the
shares of Overseas Capital Stock included in such units being tendered in
cash as provided below:
and/or
(b)-------- units of stock, the cost of the shares of UPS Common Stock
included in such units being deducted from my One-Half Month paycheck to be
received in December as authorized below and the cost of the shares of
Overseas Capital Stock included in such units being tendered in cash as
provided below.
Each unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") and one-fourth of a share of the capital stock
of Overseas Partners Ltd. ("Overseas"). Additionally, if this subscription to
units would result in the purchase in any period of a fractional number of
Overseas shares, I hereby subscribe to the purchase of such additional
fractional shares of Overseas Capital Stock ("Additional Overseas Shares")
necessary to round up the number of Overseas shares included in such units to
the next whole share. I understand that no fractional shares will be sold
hereunder and that my subscription to Additional Overseas Shares is limited to
those necessary to prevent the purchase of fractional Overseas shares hereunder.
The purchase price of each share of UPS Common Stock subscribed to is the
Current Price of a UPS share (as determined from the most recent UPS Shareowner
letter) and the Current Price of an Overseas share (which equals the net book
value of an Overseas Share as determined from Overseas' most recently published
Annual Report to Shareowners or otherwise generally made available to
Shareowners). The amount of payroll deductions shall be adjusted automatically
as the purchase price per share of UPS Common Stock increases or decreases so
that the total amount deducted from my paychecks during such quarterly period in
which purchases are made equals the purchase price of a share of UPS common
stock multiplied by the number of units subscribed to.
2. I understand that the Units consist of 1 UPS share and 1/4 share of
Overseas. In the event that there are not enough UPS or Overseas shares
available to satisfy my subscription for such shares contained in the Units, I
hereby authorize UPS to do the following: (please check one box)
/ /To substitute for such unavailable UPS or Overseas shares, any available
shares, up to the nearest number of whole shares, equal to the value of the
unavailable shares and (i) in the case of substitution with UPS shares, to
deduct such amount from my salary as described above and (ii) in the case
of substitution with Overseas shares, to return to me any amount, without
interest, of the subscription relating to any fractional amount of
available shares that would result from such substitution; or
/ /To fill my subscription for units with the available shares allocable to
such units and in the case of unavailable Overseas shares, to return to me
the amount, without interest, of the subscription allocable to the Overseas
shares; or
/ /To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient shares available to satisfy my subscription
for units.
3. Authorizations and Delivery Instructions
I hereby authorize UPS, as my agent, to do the following:
(a)to deliver the UPS shares to which I have subscribed (the "UPS Shares") to
First Fidelity Bank, N.A. ("Fidelity"), as Trustee of the UPS Managers
Stock Trust (the "Stock Trust") to enable the Trustee to hold the UPS
Shares in accordance with the Stock Trust; and;
(b)to deliver the Overseas shares to which I have subscribed (the "Overseas
Shares") to Fidelity, as Custodian, to be held for my benefit as more fully
described in the Prospectus.
4. Agreement Concerning UPS's Right to Repurchase Overseas Shares
I hereby grant to UPS the right to repurchase the Overseas Shares (and any
shares of Overseas Capital Stock issued as dividends on or in stock splits or
reclassifications of the Overseas Shares, and any other securities or property
delivered as distributions of the Overseas Shares all of which are referred to
collectively as the "Resulting Securities") following my retirement, death or
other termination of employment with UPS or any of its subsidiaries. If I
beneficially own less than 500 shares of Overseas Capital Stock at the time of
my retirement, death or other termination of employment with UPS or any of its
subsidiaries, then UPS may exercise their right to repurchase all or a portion
of the Overseas Shares and any Resulting Securities at any time within a period
of three years following termination. If I beneficially own 500 or more shares
of Overseas Capital Stock at the time of my retirement, death or other
termination of employment, then for a period of thirteen years from such
termination UPS may exercise its right to repurchase a cumulative annual maximum
of ten percent of the Overseas Shares and any Resulting Securities. The purchase
price per share to be paid by UPS upon the exercise of the foregoing right to
purchase shall be that provided in Bye-Law Number 40(13) of the Bye-Laws of
Overseas. The rights conferred hereunder shall be in addition to and not in
limitation of UPS's rights to repurchase shares of Overseas Capital Stock
contained in the Bye-Laws of Overseas. I understand that the foregoing rights of
UPS are more fully described in the Prospectus and I am familiar with such
description therein.
I agree that any transferee of the Overseas Shares and any Resulting
Securities including, without limitation to, purchasers, donees, heirs, legatees
and personal representatives and any subsequent transferee of those Shares, will
acquire and hold such Shares and Resulting Securities subject to the rights of
UPS described in the foregoing paragraph. In addition to any other legend
required by Overseas' Bye-Laws, UPS and Overseas shall have the right to place a
legend on certificates representing the Overseas Shares and any Resulting
Securities which describes UPS's right of repurchase under this Subscription
Agreement.
5. Further Provisions. I further acknowledge and agree that:
(a)My subscription is not subject to transfer or assignment by me;
(b)UPS has the right, at its sole discretion, to accept or reject my
subscription;
(c)My subscription will become binding upon UPS only upon acceptance by UPS;
(d)Eligibility to participate in the Plan is limited to employees who have
received awards in the most recent distribution under the UPS Managers
Incentive Plan and that my subscription is subject to termination by the
Salary Committee of UPS at any time;
(e)Upon acceptance by UPS, this Subscription Agreement shall be binding upon
and inure to the benefit of my heirs, executors, administrators, and
personal representatives;
(f)After effectuation of the sale of any securities by UPS in any quarter, my
authorization of any payroll deductions which have not been made on or
prior to the date of such sale and which relate to the purchase of any
securities in that quarter will be irrevocable. Any such amounts which
cannot be deducted from paychecks to be received after the date of such
sale may, at UPS' option, be deducted from any other monies owing to me
from UPS and, until collected, otherwise remains an obligation upon which I
am personally liable;
(g)In order to subscribe to units and to avail myself of the payroll deduction
option for shares of UPS Common Stock, I must tender to UPS, by means of a
check or money order, the purchase price of the shares of Overseas Capital
Stock subscribed to, including Additional Overseas Shares, if any, at least
fifteen days prior to the Quarterly Purchase Date (as set forth in the
Prospectus). If I do not make such cash payment in a timely fashion UPS
may, in its sole discretion, (i) reject my subscription in its entirety, in
which case I will not be entitled to purchase any securities, or (ii)
fulfill my subscription for shares of UPS Common Stock alone. I understand
that I have no right to purchase any shares of UPS Common Stock;
(h)I have read the Prospectus and I am familiar with its terms; and
(i)If I have not yet executed and delivered to UPS a UPS Managers Stock Trust
Deposit Agreement ("Deposit Agreement") in connection with an award under
the UPS Managers Incentive Plan, I enclose herewith a properly executed
Deposit Agreement with respect to the UPS shares included in the units to
which I have subscribed and authorize UPS to deliver such Agreement to the
Trustee of the Stock Trust.
In connection with the foregoing, I understand that if I have elected to
subscribe to units quarterly, my subscription to purchase units in any quarter
is not binding upon UPS until the subscription for such quarter is accepted by
UPS, and UPS may reject my subscription in any quarter notwithstanding UPS'
acceptance of my subscription in any prior quarter, and without any affect on
UPS' ability to accept or reject my subscription in any subsequent quarter.
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed.
<TABLE>
<S> <C>
/ /
- ------------------------------------------------------------------ --------------------------------------------------------------
Social Security No. (District or Location of eligible employee)
- ------------------------------------------------------------------ --------------------------------------------------------------
Account Number (Full Name of eligible employee)
- ------------------------------------------------------------------ --------------------------------------------------------------
Date (Home Address of eligible employee)
- ------------------------------------------------------------------ --------------------------------------------------------------
Witness (an Officer, District Manager, or equivalent) (Signature of eligible employee)
</TABLE>
II. Payroll Deduction Authorization
ATTN: PAYROLL DEPARTMENT
, 199
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 UPS' account
in payment of the purchase price of the shares of UPS Common Stock thereby
subscribed to.
If I have subscribed to the quarterly purchase of UPS shares through
deductions from my monthly or semi-monthly paychecks, I understand that such
deductions will continue until cancelled by me in a written notice delivered by
me to UPS and that the amount of deductions will be adjusted automatically to
reflect changes in the Current Price of UPS shares. If I am paid semi-monthly, I
understand that one-half of the total amount to be deducted from my paychecks in
each month will be deducted from each semi-monthly paycheck. 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 effected.
If I have subscribed to the purchase of UPS and Overseas shares to be paid for
in part through deductions from my One-Half Month paycheck, 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
received by UPS before November 15.
I understand that once a sale of units has been effected by UPS this
authorization of deductions from my paychecks shall be irrevocable with respect
to any deductions which relate to the payment of the purchase price of shares of
UPS Common Stock included in units the sale of which has been completed.
<TABLE>
<S> <C>
- ------------------------------------------------------------------ -----------------------------------------------------------
Witness (Signature of Eligible Employee)
</TABLE>
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of United Parcel Service of America, Inc. on Form S-3 of our report dated
February 8, 1995, appearing in the Annual Report on Form 10-K of United Parcel
Service of America, Inc. for the year ended December 31, 1994 and to the
reference to us under the heading "Experts -- UPS" in the Prospectus, which is a
part of this Registration Statement.
/s/ Deloitte & Touche LLP
- ------------------------------------------
Deloitte & Touche LLP
Atlanta, Georgia
July 17, 1995
<PAGE> 1
EXHIBIT 23(b)
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, 1995,
appearing in the Annual Report on Form 10-K of Overseas Partners Ltd. for the
year ended December 31, 1994 and to the reference to us under the heading
"Experts -- Overseas" in the Prospectus, which is a part of this Registration
Statement.
/s/ Deloitte & Touche LLP
- ------------------------------------------
Deloitte & Touche LLP
Hamilton, Bermuda
July 17, 1995
