<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1995
REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
UNITED PARCEL SERVICE OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
DELAWARE 95-1732075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 GLENLAKE PARKWAY, N.E., ATLANTA, GEORGIA 30328
(Address of principal executive offices) (Zip Code)
</TABLE>
---------------------
UPS EMPLOYEES STOCK PURCHASE PLAN
(Full title of plan)
---------------------
JEFFREY L. SCHULTE, ESQUIRE
SCHNADER, HARRISON, SEGAL & LEWIS
ONE PEACHTREE CENTER
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-3252
404-215-8100
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE* REGISTRATION FEE
--------------------------------------------------------------------------------------------------
Common Stock, par value $.10
per share................... 20,000,000 $25.25 $505,000,000 $174,139.15
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based upon the current price per share of UPS
Common Stock.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
(a) The annual report of United Parcel Service of America, Inc.
("UPS") on Form 10-K for the year ended December 31, 1994.
(b) The quarterly report of UPS on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and all other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 by UPS since
the end of the year covered by its annual report referred to in (a) above.
(c) The Description of Securities contained in Item 14 of the Form 10
dated April 1970, as updated by the Item 5 of the Form 10-K for the year
ended December 31, 1994.
In addition, any and all documents filed by UPS pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
and prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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.
ITEM 6. 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 attorneys' fees), judgments, 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 General 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 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 entitled 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
II-1
<PAGE> 3
be amended), against all expense, liability and loss (including attorneys' fees,
judgments, 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 the 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
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
ITEM 8. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-6 hereof.
ITEM 9. 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 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;
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
II-2
<PAGE> 4
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 Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 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 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> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 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.
Date: August 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
--------------------------------------------- --------------------------- -------------------
<C> <S> <C>
/s/ JOHN W. ALDEN Senior Vice President and August 17, 1995
------------------------------------ Director
John W. Alden
------------------------------------ Director August , 1995
William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, August 17, 1995
------------------------------------ Treasurer and Assistant
Robert J. Clanin Secretary (Chief Financial
and Accounting Officer)
------------------------------------ Director August , 1995
Carl Kaysen
/s/ JOHN J. KELLEY Senior Vice President and August 17, 1995
------------------------------------ Director
John J. Kelley
/s/ JAMES P. KELLY Executive Vice President August 17, 1995
------------------------------------ and Director
James P. Kelly
------------------------------------ Director August , 1995
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, August 17, 1995
------------------------------------
Joseph R. Moderow Secretary and Director
/s/ KENT C. NELSON Chairman of the Board and August 17, 1995
------------------------------------ Director (Chief Executive
Kent C. Nelson Officer)
------------------------------------ Director August , 1995
Victor A. Pelson
------------------------------------ Director August , 1995
John W. Rogers
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------- -------------------
<C> <S> <C>
/s/ CHARLES L. SCHAFFER Senior Vice President and August 17, 1995
---------------------------------------- Director
Charles L. Schaffer
---------------------------------------- Director August , 1995
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President and August 17, 1995
----------------------------------------
Calvin E. Tyler, Jr. Director
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
<CAPTION>
DESIGNATION OF
DESIGNATION OF DESCRIPTION OF DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY SUCH EXHIBIT IN
EXHIBIT EXHIBIT FILED WITH COMMISSION THAT DOCUMENT
-------------- --------------------- ------------------------------------------ ----------------
<C> <S> <C> <C>
4(i) Specimen Certificate Registrant's Registration Statement on Exhibit 3(a)
of UPS Common Stock Form 10, as filed on April 29, 1970
4(ii) Articles of Registrant's Registration Statement on Exhibit 4(iv)
Incorporation, as Form S-8 (Registration Statement No.
Amended through May 33-19622)
15, 1987
4(iii) By-Laws, as Amended Registrant's Annual Report on Form 10-K Exhibit 3(b)
through February 21, for the Fiscal Year Ended December 31,
1992 1991 (File No. 0-4714)
EXHIBITS FILED HEREWITH
4(iv) UPS Employees Stock
Trust
4(v) Subscription
Agreement -- Cash
Purchase
4(vi) Subscription
Agreement -- Eligible
Fiduciary
23(a) Consent of Deloitte &
Touche LLP Re: United
Parcel Service of
America, Inc.
99 UPS Employees Stock
Purchase Plan
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4(iv)
UPS EMPLOYEES STOCK TRUST
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
employees who are employed by 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 be employees of 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 August , 1995, 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 EMPLOYEES 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, as of April 15, 1958 (as
amended and restated) and all amendments thereto and the UPS Employees
Stock Trust and all amendments thereto, as applicable; 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, UPS Employees 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
<PAGE> 2
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.
2
<PAGE> 3
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 may be 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 record keeping 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.
3
<PAGE> 4
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.
4
<PAGE> 5
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) "Employee of the Company" means current and former employees of the
Company or any of its subsidiaries or affiliates.
(d) "Member" means each Employee 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. Assignability of Purchase Rights. Any of the purchase rights granted
to the Company hereunder shall be assignable by the Company, in its sole
discretion.
18. 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.
19. 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.
20. 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
5
<PAGE> 1
EXHIBIT 4(v)
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(vi)
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 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-8 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
part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Atlanta, Georgia
August 24, 1995
<PAGE> 1
EXHIBIT 99
UNITED PARCEL SERVICE OF AMERICA, INC.
EMPLOYEES STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to allow the participation by certain
employees in the Company's success and increase the incentive for such
employees to make major contributions to the Company by providing them with the
opportunity to acquire equity interests in the Company in the manner
contemplated by this Plan.
2. DEFINITIONS.
As used in this Plan, the following definitions shall apply:
"BOARD" means the Board of Directors of UPS and, when appropriate, the
Executive Committee of the Board of Directors, acting for the Board.
"CURRENT PRICE" with regard to a share of UPS Common Stock at any time
means the price per share at which the Board has most recently authorized UPS
to purchase UPS Common Stock from shareowners, and with regard to 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.
"OVERSEAS" means Overseas Partners Ltd., a Bermuda corporation.
"OVERSEAS CAPITAL STOCK" means capital stock of Overseas, par value of
$0.10 per share.
"PLAN" means this UNITED PARCEL SERVICE OF AMERICA, INC. Employees
Stock Purchase Plan, as the same may be amended, modified or supplemented from
time to time.
"SUBSIDIARIES" means any corporation more than fifty percent (50%) of
whose outstanding voting securities is owned by UPS or by one or more of UPS'
other Subsidiaries.
"UNIT" means one share of UPS Common Stock and one-fourth share of
Overseas Capital Stock.
"UNIT PRICE" means the sum of the Current Price of one share of UPS
Common Stock and the Current Price of one-fourth share of Overseas Capital
Stock.
"UPS" means UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware
corporation and its Subsidiaries.
<PAGE> 2
"UPS COMMON STOCK" means Common Stock of UPS, par value $0.10 per
share.
"UPS EMPLOYEES STOCK TRUST" means a trust arrangement established by
agreements conforming to the trust agreement made as of August, 1995, and all
amendments thereto, among certain employees of UPS and First Fidelity Bank,
N.A., Newark, N.J., as Trustee ("Fidelity"), or any successor trust
arrangement. The current form of UPS Employees Stock Trust is attached as
Exhibit A hereto.
"UPS INCENTIVE PLAN" means that certain incentive plan created by the
Board for certain managers and supervisors of UPS, and any other such plans as
may be created from time to time by the Board.
"UPS STOCK OPTION PLAN" means the 1986 stock option plan and 1991
stock option plan created by the Board, and any other such plans as may be
created from time to time by the Board.
3. PLAN ADOPTION AND TERM.
A. This Plan shall become effective upon adoption by the Board
and upon the effectiveness of the applicable registration statement registering
this offering.
B. This Plan shall continue for an indefinite period until
terminated by UPS pursuant to the terms hereof.
4. ELIGIBILITY.
A. Eligibility in the Plan shall be limited to the following
employees of UPS ("eligible employees") provided that such employees have not
sold any shares of UPS Common Stock or Overseas Capital Stock during the
preceding 12 months for a reason other than the satisfaction of an immediate
and significant financial need:
(a) active full-time, non-union employees who, on the date on
which their respective subscriptions are accepted by UPS, have
been employed by UPS for at least one year; and
(b) active full-time, union employees who, on the date on which
their respective subscriptions are accepted by UPS, have been
employed by UPS for at least one year and have attained
full-time seniority under the local supplements to their
applicable collective bargaining agreements.
B. Notwithstanding the above, inactive full-time employees who
otherwise meet the eligibility requirements in Subsection A above may, from
time to time, be deemed eligible to participate in the Plan in the sole
discretion of the Board or committee of the Board.
C. For purposes of this section, the term "immediate and
significant financial need" shall mean (i) expenses for medical care previously
incurred by the employee, the employee's spouse, or any dependents of the
employee or expenses necessary for these persons to obtain medical care; (ii)
costs directly related to the purchase of a principal residence for the
employee; (iii) payment of tuition, related educational needs, and room and
board expenses for the next 12 months of post-secondary education for the
employee, or the employee's spouse,
-2-
<PAGE> 3
children, or dependents; and (iv) payments necessary to prevent the eviction of
the employee from his or her principal residence or foreclosure on the mortgage
on that residence.
D. In addition to purchasing Units individually, an employee who
is eligible to participate in the Plan may direct a trustee or custodian (an
"eligible fiduciary") of his or her self-directed individual retirement account
(within the meaning of Section 408(a) of the Internal Revenue Code) to
subscribe to Units under this Plan as long as such individual retirement
account provides that the eligible fiduciary may purchase and sell only upon
the direction of the eligible employee under such account, and the terms of the
individual retirement account 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 individual
retirement account assets or the assets of employee benefit plans exempt from
taxation under Section 401(a) of the Internal Revenue Code. Eligible
fiduciaries may subscribe to units only for individual retirement accounts of
eligible employees. Any eligible fiduciary shall provide such information as
UPS may require to establish such fiduciary's status as such, which may include
information regarding the establishment of the individual retirement account
and the eligible fiduciary's authority to act in accordance with the
instructions of the directing eligible employee.
5. LIMITATION ON NUMBER OF UNITS.
UPS Common Stock and Overseas Capital Stock held by UPS or acquired by
UPS are subject for purchase in Units under the Plan. The availability of such
Units for purchase under this Plan is subject, however, to UPS's corporate
needs for such shares, such as for distributions of shares of UPS Common Stock
and/or Overseas Capital Stock (i) to participants in the Incentive Plan; (ii)
to fulfill UPS's obligations under the Stock Option Plan; and (iii) to fulfill
subscriptions for Overseas Capital Stock, pursuant to an offering maintained by
UPS for its eligible managers and supervisors (the "Continuous Offering").
Availability of shares of UPS Common Stock and Overseas Capital Stock will be
determined by UPS in its sole discretion.
6. PURCHASE PRICE; DELIVERY OF SHARES; PAYMENT.
A. The purchase price for each Unit shall equal the Unit Price.
The Unit Price shall change from time to time to reflect changes in the Current
Price of either UPS Common Stock or Overseas Capital Stock.
B. Payment of the purchase price for Units purchased shall be
made by cash subscription. An eligible employee (either individually or through
his or her eligible fiduciary) may subscribe to the purchase of not less than a
total of 20 or more than 10,000 units annually by delivering to UPS a fully
executed subscription agreement in the form of Exhibit B hereto (the
"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. Units must be purchased in multiples of four.
C. All shares of UPS Common Stock shall be subject to the UPS
Employees Stock Trust. As a condition to the receipt of UPS Common Stock, the
subscriber shall execute and deliver to the Trustee of the UPS Employees Stock
Trust a trust deposit agreement in the form of Exhibit C hereto. UPS shall
then deposit with or deliver to the Trustee the UPS Common Stock so issued to
be held by the Trustee in trust for such subscriber's
-3-
<PAGE> 4
benefit pursuant and subject to the terms of the UPS Employees Trust Agreement.
The Overseas Shares will be deposited with Fidelity, as Custodian for each
subscriber.
7. ACCEPTANCE OF SUBSCRIPTIONS BY UPS.
A. No subscription for the purchase of Units 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.
B. UPS's acceptance of a subscription will take place upon 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 Common Stock and Overseas Capital Stock sold to the subscriber ("Notice
of Acceptance"). The subscriber will be advised of the acceptance of his or
her subscription by receipt from Fidelity, as Trustee under the UPS Employees
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 or her account. The receipt will be mailed to the subscriber
as soon as practicable after the purchase date.
C. UPS will not accept a subscription for the purchase of Units
submitted on a 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 or her payment.
D. If a subscription submitted for a number of units not evenly
divisible by four results 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 or 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.
8. NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
The process of reviewing subscriptions to determine acceptability and
the mailing of Notices of Acceptance as provided herein, may require up to 15
days after UPS receives the subscription. Eligible employees whose
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 UPS Common Stock or
Overseas Capital Stock to which they subscribe. Subscriptions for Units
received within 15 days prior to the record date of a dividend on UPS Common
Stock or Overseas Capital Stock may not be processed in time to enable the
subscriber to receive the dividend. UPS and Overseas shall in no event be
liable for any costs or damages to such subscriber due to such changes in
price.
-4-
<PAGE> 5
9. DELAYED ACCEPTANCE OF SUBSCRIPTIONS.
A. If a delay in the ability of UPS to accept subscriptions
within the normal processing period arises due to UPS's determination, 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 which UPS has accepted or which it anticipates accepting in any period,
UPS will fill subscriptions for units as such subscriptions are received in
accordance with the election provided in Subsection B below.
B. Subscribers of units shall be given the opportunity to elect
on the Subscription Agreement one of the following choices to be effective in
the event that UPS makes a determination 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 subscription and any unavailable shares still remaining after
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 Subscription
Agreement and return his/her checks or money order, without interest.
If no election is made on a Subscription Agreement, UPS will
reject the Subscription Agreement as provided in Subsection C.
C. UPS reserves the right to determine the acceptability of
individual subscriptions. If a subscription is rejected by UPS or withdrawn by
the subscriber, the subscription price will be returned to the subscriber
without interest. If the subscription is delayed due to questions as to the
acceptability of an individual subscription but is ultimately accepted, the UPS
Common Stock will be delivered to Fidelity as Trustee under the UPS Employees
Stock Trust and the Overseas Capital Stock will be delivered to Fidelity as
Custodian for Overseas Capital Stock, as described herein. In no event will
interest be paid on account of such subscription payment.
10. EFFECTS OF CHANGES IN CURRENT PRICES OR DIVIDENDS ON UNACCEPTED
SUBSCRIPTIONS.
Units will be sold at the Unit Price in effect when the subscription
is accepted by UPS. Subscribers who remitted payment with their 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 or her subscription, (ii) to pay UPS the
additional amount needed to pay the higher Unit Price of the Units, or (iii) to
reduce to not less than four the number of Units subject to the subscription.
If the Current Price of UPS Common Stock or Overseas Capital Stock decreases at
any such time, UPS will give notice to subscribers of this fact and afford them
the opportunity to withdraw their subscription or, in the alternative, either
to seek a refund
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of the amounts not needed to pay the Unit Price for the subscribed Units or to
increase the number of Units which the subscriber desires to purchase.
11. REJECTION OF SUBSCRIPTIONS.
Notwithstanding any provision of this Plan to the contrary, UPS, in
its absolute discretion, may accept or reject any subscription until the
subscription has been accepted. Upon the rejection of a subscription, UPS will
refund to the subscriber, without interest, any monies paid by such subscriber
on account of his or her subscription.
12. DELIVERY OF THE UNITS FOR THE ACCOUNT OF SUBSCRIBERS UPON ACCEPTANCE.
A. As soon as practicable after UPS has accepted a subscription,
UPS will deliver (i) to the Trustee of the UPS Employees Stock Trust, for the
benefit of the subscriber, the UPS Common Stock subscribed to by the subscriber
and (ii) to the Custodian of the Overseas Capital Stock, for the benefit of the
subscriber, the Overseas Capital Stock subscribed to by the subscriber. A
receipt for the UPS Common Stock will be sent to subscribers by Fidelity as
Trustee under the UPS Employees Stock Trust, and acknowledgments for the
Overseas Capital Stock will be sent to subscribers by Fidelity as Custodian for
the Overseas Capital Stock.
B. The Overseas Capital Stock 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 Capital Stock will be promptly remitted by Fidelity, as
Custodian, to the subscriber. 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.
13. RIGHTS OF UPS TO REPURCHASE UPS COMMON STOCK AND OVERSEAS CAPITAL
STOCK SOLD PURSUANT TO THE PLANS.
A. Pursuant to UPS's Certificate of Incorporation, UPS has 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. In addition, all of the UPS Common Stock shall be
subject to UPS's purchase rights and the restrictions on transferability under
the UPS Employees Stock Trust. Any transferee of UPS Common Stock shall hold
these shares subject to these rights of purchase by UPS.
B. 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. In addition, Overseas Capital Stock shall be subject to
the right to purchase Overseas Capital Stock as provided in the
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<PAGE> 7
Subscription Agreement. A legend describing this right of purchase may be
placed on the certificates representing the Overseas Capital Stock. Any
transferee of Overseas Capital Stock shall hold these shares subject to this
right of purchase by UPS.
14. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in this Plan or any Unit shall confer upon any
employee any right with respect to the continuation of his or her employment by
UPS or any Subsidiary or interfere in any way with the right of UPS or any
Subsidiary at any time to terminate such employment or to increase or decrease
the compensation of the employee from the rate in existence at the time of the
grant of a Unit.
15. AMENDMENT OF THE PLAN.
A. This Plan may at any time or from time to time be modified,
amended, supplemented or terminated by the Board. UPS reserves the right, in
its sole discretion, to change any term or condition of, or terminate in its
entirety, this Plan at any time, or from time to time. The interpretation of
the terms and conditions of this Plan shall be in the sole discretion of the
Board, or any committee of the Board to which the Board has delegated such
responsibility, and any such interpretation which may be made by the Board or
any such committee from time to time is final and binding upon all offerees and
subscribers.
B. If, at any time or from time to time there shall be 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, as a subdivision of
such shares characterized by the Board or Overseas, as the case may be, as a
stock split or stock dividend, or other similar event, then unless the Board
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.
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