<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996
REGISTRATION NO. 33-62169
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT
NO. 1 TO
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. 30328
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
</TABLE>
---------------------
EMPLOYEES STOCK PURCHASE PLAN
(Full title of plan)
---------------------
JEFFREY L. SCHULTE, ESQUIRE
SCHNADER HARRISON SEGAL & LEWIS
SUITE 2800
ONE PEACHTREE CENTER
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-3252
404-215-8107
(Telephone number, including area code, of agent for service)
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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, 1995;
(b) The quarterly report of UPS on Form 10-Q for the quarter ended
March 31, 1996 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 Item 5 of the Form 10-K for the year ended
December 31, 1995.
In addition, any and all documents subsequently filed by UPS pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and made a part hereof from the date of
filing of such documents, to the extent required by law.
ITEM 4. DESCRIPTION OF SECURITIES.
As the securities to be distributed 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 May 13, 1996, Mr. Brown owned 24,500 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 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
II-1
<PAGE> 3
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
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 arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a
II-2
<PAGE> 4
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 17 C.F.R. sec. 210.3-19 at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post effective amendment, financial statements
required pursuant to this Paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or 17 C.F.R. sec. 210.3-19 if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act that are
incorporated by reference in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at 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> 5
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 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, on this 3rd
day of June, 1996.
UNITED PARCEL SERVICE OF AMERICA, INC.
(Registrant)
By: /s/ KENT C. NELSON
-------------------------------------
Kent C. Nelson
Chairman of the Board
Date: June 3, 1996
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 June 3, 1996
- --------------------------------------------- and Director
John W. Alden
- --------------------------------------------- Director June 3, 1996
William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, June 3, 1996
- --------------------------------------------- Treasurer and Director
Robert J. Clanin (Chief Financial and
Accounting Officer)
Director June 3, 1996
- ---------------------------------------------
Carl Kaysen
/s/ JAMES P. KELLY Executive Vice June 3, 1996
- --------------------------------------------- President, Chief
James P. Kelly Operating Officer and
Director
Director June 3, 1996
- ---------------------------------------------
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, June 3, 1996
- --------------------------------------------- Secretary and Director
Joseph R. Moderow
/s/ KENT C. NELSON Chairman of the Board June 3, 1996
- --------------------------------------------- and Director (Chief
Kent C. Nelson Executive Officer)
Director June 3, 1996
- ---------------------------------------------
Victor A. Pelson
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
Director June 3, 1996
- ---------------------------------------------
John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President June 3, 1996
- --------------------------------------------- and Director
Charles L. Schaffer
Director June 3, 1996
- ---------------------------------------------
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President June 3, 1996
- --------------------------------------------- and Director
Calvin E. Tyler, Jr.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
<CAPTION>
DESIGNATION OF
DESIGNATION DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN
OF EXHIBIT DESCRIPTION OF EXHIBIT PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT
- ----------- -------------------------------- -------------------------------- ----------------
<C> <S> <C> <C>
4(i) Specimen Certificate of UPS Registrant's Registration Exhibit 3(a)
Common Stock Statement on Form 10, as filed
on April 29, 1970
4(ii) Certificate of Incorporation, as Registrant's Registration Exhibit 4(iv)
Amended through May 15, 1987 Statement on Form S-8
(Registration Statement No.
33-19622)
4(iii) By-Laws, as Amended through Registrant's Current Report on Exhibit 3(ii)
December 19, 1995 Form 8-K (Date of Earliest Event
Reported December 19, 1995),
filed December 21, 1995
4(iv) UPS Employees Stock Trust Registrant's Registration Exhibit 4(iv)
Statement on Form S-8, No.
33-62169
EXHIBITS FILED HEREWITH
4(v) Subscription Agreement -- Cash
Purchase
4(vi) Subscription
Agreement -- Eligible Fiduciary
4(vii) Subscription Agreement and
Payroll Deduction Authorization
23(a) Consent of Deloitte & Touche LLP
Re: United Parcel Service of
America, Inc.
99 UPS Employees Stock Purchase
Plan, as Amended and Restated
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4(V)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
To subscribe to Units, complete, sign, date and forward one copy of this
Subscription Agreement with the enclosures set forth below to the District
Controller (for the district in which you are employed) to verify eligibility.
<TABLE>
<S> <C> <C>
United Parcel Service of America, Inc. / / Management -- Managers Stock Trust
c/o First Union National Bank CHECK ONE: / / Hourly Union -- Employees Stock
P.O. Box 41784 Trust
123 South Broad Street, Level B-1 / / Non-Union/Non-Management --
Philadelphia, PA 19101-1784 Employees Stock Trust
Telephone: (215) 985-8569
</TABLE>
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to (not less than 20 nor more than
10,000 Units together with Units subscribed to by a trustee or custodian of my
individual retirement account) Units, each consisting of 1 share of
United Parcel Service of America, Inc. ("UPS") Common Stock 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 me and allow me to
remit such additional amount as necessary to equal the aggregate price of an
integral multiple of four Units; or (iii) fulfill this subscription for the
purchase of the maximum number of Units wholly divisible by four for which
payment has been received and refund any excess monies to me.
I enclose a check or money order payable to the order of "United Parcel
Service of America, Inc." in the amount of $ , which equals the product
of the number of Units subscribed to hereby multiplied by the sum of (i) the
Current Price of a UPS share (as determined from the most recent UPS Shareowners
Letter) and (ii) one-fourth of the Current Price of an 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. In the event that UPS determines, in its sole discretion, 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)
/ / Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount I
have remitted, and return the remainder (without interest) to me
/ / Fulfill my subscription to the fullest extent possible with available
Units and return the subscription amount intended for the Units which are
currently unavailable (without interest).
/ / Cancel my Subscription Agreement and return to me all amounts remitted
herewith, without interest.
3. Authorizations and Delivery Instructions. 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 Union National Bank ("First Union"),
as Trustee of the UPS Managers Stock Trust (as amended and restated), or the UPS Employees Stock Trust, as applicable
(in either case, the "Stock Trust"), to enable the Trustee to hold the UPS Shares in accordance with the Stock Trust;
and
(b) to deliver the Overseas shares to which I have subscribed (the "Overseas Shares") to First Union, 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 on 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, purchasers, donees, heirs, legatees
and personal representatives and any subsequent transferee of those Shares and
Resulting Securities, 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, in its sole discretion, to accept or reject my subscription;
(c) My subscription will become binding upon UPS only upon acceptance by UPS;
(d) My rights with respect to refund of funds held by UPS pending delivery of shares, withdrawal or rejection of my
subscription are as set forth in the Prospectus, and will not include interest thereon;
(e) The Units to which I have subscribed will be sold to me at the Current Prices in effect at the time my subscription
is accepted by 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 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 Deposit Agreement or UPS Employees Stock
Trust Deposit Agreement ("Deposit Agreement"), I enclose herewith a properly executed Deposit Agreement, with respect
to the UPS shares included in this Subscription Agreement. I understand that if a Deposit Agreement is not on file on
my behalf my subscription will be rejected by UPS.
</TABLE>
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NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed.
<TABLE>
<S> <C> <C>
- ----------------------------------------------------- ----------------
ACCOUNT NUMBER (SSN) REGION DISTRICT NEW ACCOUNT (Check if Yes) [ ]
/ /
- ------------------------------------------------- ------------------------------------- ----------------- --------------------
LAST NAME FIRST NAME MIDDLE INITIAL BIRTHDATE
/ /
- ----------------------------------------------------------------------------------------- ----------------- --------------------
STREET ADDRESS APT # EMPLOYMENT DATE
( )
- --------------------------------------- ----------------- ----------------- ---------------- -------------------------------
CITY STATE ZIP CODE COUNTRY DAYTIME PHONE
/ /
- --------------------------------------- --------------------------------------------------
DATE PRINT NAME OF PERSON VERIFYING ELIGIBILITY
- ------------------------------------------------------------------------------- --------------------------------------------------
EMPLOYEE SIGNATURE SIGNATURE OF PERSON VERIFYING ELIGIBILITY
</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 District
Controller for the district in which you are employed.
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
(Eligible Fiduciaries)
<TABLE>
<S> <C> <C>
United Parcel Service of America, Inc. / / Management -- Managers Stock Trust
55 Glenlake Parkway, NE CHECK ONE: / / Hourly Union -- Employees Stock
Atlanta, GA 30328 Trust
Attn: SHAREOWNER RELATIONS / / Non-Union/Non-Management --
Employees Stock Trust
</TABLE>
Gentlemen:
1. Purchase of Shares. The undersigned hereby subscribes to (not less than 20
nor more than 10,000 Units together with the Units subscribed to by the employee
whose name and social security number is written below) Units on behalf
of the account of , each consisting of 1 share of United
Parcel Service of America, Inc. ("UPS") Common Stock 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 the undersigned and allow the
undersigned to remit such additional amount as necessary to equal the aggregate
price of an integral multiple of four Units; or (iii) fulfill this subscription
for the purchase of the maximum number of Units wholly divisible by four for
which payment has been received and refund any excess monies to the undersigned.
The undersigned encloses a check or money order payable to the order of
"United Parcel Service of America, Inc." in the amount of $ , which
equals the product of the number of Units subscribed to hereby multiplied by the
sum of (i) the Current Price of a UPS share (as determined from the most recent
UPS Shareowners Letter) and (ii) one-fourth of the Current Price of an 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. In the event that UPS determines, in its sole discretion, that
there are not enough UPS or Overseas shares available to satisfy my subscription
for such shares contained in the Units, the undersigned hereby authorizes UPS to
do the following: (check one box)
/ / Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount the
undersigned has remitted, and return the remainder (without interest) to
the undersigned
/ / Fulfill this subscription to the fullest extent possible with available
Units and return to the undersigned the subscription amount intended for
the Units which are currently unavailable (without interest).
/ / Cancel this Subscription Agreement and return to the undersigned all
amounts remitted herewith, without interest.
3. Authorizations and Delivery Instructions. I hereby authorize UPS, as agent
for the undersigned, to do the following:
<TABLE>
<S> <C>
(a) to deliver the UPS shares to which the undersigned has subscribed (the "UPS Shares") to First Union National Bank
("First Union"), as Trustee of the UPS Managers Stock Trust (as amended and restated), or the UPS Employees Stock
Trust, as applicable (in either case, the "Stock Trust"), to enable the Trustee to hold the UPS Shares in accordance
with the Stock Trust; and
(b) to deliver the Overseas shares to which the undersigned has subscribed (the "Overseas Shares") to First Union, 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 on 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 each 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) This subscription is not subject to transfer or assignment by the undersigned;
(b) UPS has the right, in 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 funds held by UPS pending delivery of shares, withdrawal or
rejection of this subscription are as set forth in the Prospectus and will not include interest thereon;
(e) The Units to which the undersigned has subscribed will be sold to the undersigned at the Current Prices in effect at
the time this subscription is accepted by 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 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 Deposit Agreement or UPS
Employees Stock Trust Deposit Agreement ("Deposit Agreement"), the undersigned has enclosed herewith a properly
executed Deposit Agreement with respect to the UPS shares included in this Subscription Agreement. The undersigned
understands that if a Deposit Agreement is not on file on behalf of the undersigned, this subscription will be
rejected by UPS.
</TABLE>
NOTE: All items below except the signature of the eligible employee and verifier
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
- --------------------------------------------------------------- ---------------------------------------------------------------
Date City, State and Zip Code
- --------------------------------------------------------------- ---------------------------------------------------------------
Social Security Number of Employee Date
</TABLE>
<PAGE> 1
GENERAL EXHIBIT 4(VII)
SUBSCRIPTION AGREEMENT AND PAYROLL DEDUCTION AUTHORIZATION
PLEASE FORWARD TO SHAREHOLDER SERVICES AT:
United Parcel Service of America, Inc.
c/o First Union National Bank
PO Box 41784
123 South Broad Street, Level B-1
Philadelphia, PA 19101-1784
[ ] Management -- Managers Stock Trust
CHECK ONE: [ ] Hourly Union -- Employees Stock Trust
[ ] Non-Union/Non-Management -- Employees Stock Trust
Gentlemen:
This Subscription Agreement and Payroll Deduction Authorization supersedes
and replaces any Subscription Agreement and Payroll Deduction Authorization
bearing an earlier date which I have previously executed and submitted, to the
extent it is inconsistent with the earlier form.
I. Subscription Agreement
1. The undersigned hereby wishes to withhold:
(a)
----------------- dollars from my monthly, weekly or semi-monthly paycheck
(minimum allowable deductions are $10 weekly, $20 semi-monthly and $40
monthly) and apply the deducted amount toward the quarterly purchase of
Units (as defined below);
(b)
----------------- dollars from my One-Half Month paycheck payable in
December ____ and apply the deducted amount toward the purchase of Units
(not less than four Units, or an integral multiple of four Units);
(c)
----------------- dollars from my Year End Unused Entitlements Payoff
("Payoff Amount") payable in December ____ and apply the deducted amount
toward the purchase of Units (not less than four Units or an integral
multiple of four Units).
Each Unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") and one-fourth of a share of the capital stock
of Overseas Partners Ltd. ("Overseas") ("Unit"). The purchase price of each Unit
shall be the sum of (i) the Current Price of a UPS share (as determined from the
most recent UPS Shareowner letter) and, (ii) one-fourth of the Current Price of
an 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). Any amounts remaining
after the purchase provided for in paragraph 1(a) is made will be carried toward
the next quarterly purchase or, in the event of a cancellation, refunded to me
without interest. Any amounts remaining after a purchase provided for in
paragraphs 1(b) or 1(c) is made will be refunded to me without interest.
INDIANA RESIDENTS ONLY: If I am a resident of Indiana, I acknowledge and
agree that the amounts authorized above to be withheld from my pay will be
applied solely to the purchase of UPS Common Stock, and that I am obligated to
pay separately for the shares of Overseas Capital Stock to be included in the
Units to which I subscribe, as set forth in paragraph 5(h) below.
2. Election. In the event UPS determines, in its sole discretion, that
there are not enough UPS or OPL shares available to satisfy my subscription for
such shares contained in the Units, I hereby authorize UPS to do the following:
(please check one box):
/ / To substitute for such unavailable UPS or Overseas shares, as many
available shares as possible, equal to or less than the value of the
unavailable shares;
/ / To fill my subscription for Units with the available shares allocable
to such Units;
/ / To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient Units available to satisfy my
subscription.
I understand that if no election is made above, UPS will reject this
subscription agreement. Any funds deducted from my pay and not used to purchase
Units or available shares will be held by UPS, without interest, until the
earlier of: (1) investment in Units or shares, as described above, or (2) I
request in writing that such funds be returned, without interest, to me. A
request for the return of funds must be made in conformity with the time
requirements set forth in the Prospectus, and all refunds shall be without
interest.
3. Authorizations and Delivery Instructions
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 Union National Bank ("First Union"), as Trustee of the UPS
Managers Stock Trust or the UPS Employees Stock Trust, as applicable
(in either case, the "Stock Trust") to enable the Trustee to hold the
UPS Shares in accordance with the Stock Trust; and;
(b) to deliver the Overseas shares to which I have subscribed (the "Overseas
Shares") to First Union, 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 on 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 its 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, purchasers, donees, heirs, legatees
and personal representatives, and any subsequent transferee of those Shares and
Resulting Securities, 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) My eligibility to purchase shall be determined as set forth in the
Prospectus;
(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) I have read the Prospectus and I am familiar with its terms; and
(g) If I have not yet executed and delivered to UPS a UPS Managers Stock
Trust Deposit Agreement or UPS Employees Stock Trust Deposit Agreement
("Deposit Agreement"), I enclose herewith a properly executed Deposit
Agreement, with respect to the UPS shares included in this Subscription
Agreement. I understand that if a Deposit Agreement is not on file on my
behalf my subscription will be rejected by UPS.
(h) Indiana residents only: In order to subscribe to Units and to avail
myself of the payroll deduction option for shares of UPS Common Stock,
I must tender to UPS, by means of a bank cashier's or personal check or
money order, the purchase price of the shares of Overseas Capital Stock
included in the Units that I have subscribed to 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 only shares of UPS Common Stock.
In connection with the foregoing, I understand that UPS may reject this
subscription, and may exercise other rights, all as set forth in the Prospectus.
II. Payroll Deduction Authorization
The undersigned hereby authorizes UPS or the UPS subsidiary by which I am
employed to make payroll deductions in connection with my above subscription
agreement dated ____________________ , 199_ and to pay the amount so deducted
to UPS' account in payment of the purchase price of the shares thereby
subscribed to.
If I have subscribed to the quarterly purchase of UPS and Overseas shares
through deductions from my weekly, monthly or semi-monthly paychecks, I
understand that such deductions will continue until cancelled by me in a written
notice by executing and delivering a subsequent Subscription Agreement and
Payroll Deduction Authorization indicating a zero dollar deduction amount. If,
at any time, I elect to cancel my quarterly subscription and related deductions,
such cancellation will not be effective unless it is received by UPS prior to
the first day of the month in which such subscription is to be accepted.
If I have subscribed to the purchase of UPS and Overseas shares through
deductions from my One-Half Month paycheck or Payoff Amount, 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.
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)
( )
- --------------------------------------------------------------- ---------------------------------------------------------------
Daytime telephone number (Full Name of eligible employee)
- --------------------------------------------------------------- ---------------------------------------------------------------
Date (Home Address of eligible employee)
- --------------------------------------------------------------- ---------------------------------------------------------------
Witness (Signature of person other than subscriber) (Signature of eligible employee)
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-62169 of United Parcel Service
of America, Inc. on Form S-8 of our report dated February 7, 1996, appearing in
the Annual Report on Form 10-K of United Parcel Service of America, Inc. for the
year ended December 31, 1995 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
June 3, 1996
<PAGE> 1
EXHIBIT 99
UNITED PARCEL SERVICE OF AMERICA, INC.
EMPLOYEES STOCK PURCHASE PLAN
AS AMENDED AND RESTATED
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. In determining the price
of a share of UPS Common Stock, the Board may consider a variety of
factors, including past and current earnings, earnings estimates, the ratio
of UPS Common Stock to debt of UPS, other factors affecting the business
and outlook of UPS and general economic conditions, as well as opinions
furnished from time to time by investment counselors and other experts. The
Board shall not be required to follow any predetermined formula, but rather
shall have discretion to exercise its judgment in light of the long-term
interests of the Company and its shareowners and the incentive purposes of
the Plan. With regard to a share of Overseas Capital Stock, Current Price
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.
"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 Union
National Bank, Philadelphia, PA ("First Union") (formerly First Fidelity
Bank, N.A.), as Trustee, or any successor trust arrangement. The current
form of UPS Employees Stock Trust is attached as Exhibit A hereto.
<PAGE> 2
"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 1991 stock option plan and 1996
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:
Active employees who, on the date on which their respective
subscriptions are accepted by UPS, have been employed by UPS for at
least one year.
B. Notwithstanding the above, inactive 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, 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 other individual retirement account assets or
the assets of employee benefit plans exempt from taxation under Section 401(a)
of the Internal Revenue Code. Eligible fiduciaries of individual retirement
accounts of eligible employees may subscribe to units only for individual
retirement accounts of such employees. 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 to 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
2
<PAGE> 3
and/or Overseas Capital Stock (i) to participants in the Incentive Plan; (ii) to
fulfill UPS's obligations under the UPS 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 either
by cash subscription or, subject to legal restrictions in certain states, by
payroll deduction subscription, in integral multiples of four units. In the case
of payroll deduction subscriptions, the minimum annual purchase shall be four
Units and the maximum shall be 10,000 Units. Only eligible employees, and not
eligible fiduciaries, may subscribe by payroll deduction, by delivering a
properly completed and fully executed Subscription Agreement and Payroll
Deduction Authorization in the form of Exhibit B hereto. In the case of cash
subscriptions, 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
nor more than 10,000 units annually by delivering to UPS a fully executed
subscription agreement in the form of Exhibit C hereto (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. Units must be purchased in integral 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 D 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 benefit pursuant and subject to the terms
of the UPS Employees Stock Trust Agreement. The Overseas Shares will be
deposited with First Union, 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 cash 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").
Payroll deduction subscriptions will be accepted, if at all, only when UPS
records the purchase on its books. The subscriber will be advised of the
acceptance of his or her subscription by receipt from First Union, 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. UPS may adopt,
in its discretion, and shall communicate to subscribers by means of a
Prospectus, rules governing the timing of deductions, the dates for purchases,
the rejection of subscriptions and all other matters incident to the
subscription for Units by means of payroll deduction.
C. UPS will not accept a cash subscription for the purchase of Units
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 or her payment.
D. If a cash subscription is submitted for 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 or her the opportunity to
remit the additional
3
<PAGE> 4
amount to equal the aggregate Unite Price of an integral multiple of four Units;
or (iii) fulfill the subscription for the purchase of the maximum number of
Units wholly divisible by four for which payment has been received, and refund
any excess monies to the subscriber.
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.
The process of reviewing payroll deduction subscriptions to determine
acceptability, and arranging the deduction of the Unit Price from paychecks
normally requires up to 30 days. A Subscription Agreement and Payroll Deduction
Authorization providing for the quarterly subscription to Units will, if
otherwise acceptable, be effected beginning in the month following its receipt
by UPS. Payroll deduction subscriptions to Units to be paid for by deductions
from payments other than regular pay checks, if otherwise acceptable, will be
effected subject to timing requirements established by UPS and communicated to
subscribers.
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 Subsections B or C below.
B. Subscribers shall be given the opportunity to elect on the Cash
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 as many available shares as possible having a value equal to or less
than the value of the unavailable shares, and return to the subscriber any
amount, without interest, of the subscription, relating to any fractional
amount of available shares that would result from such substitution;
2. to allow UPS 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.
If no election is made on a Subscription Agreement, UPS will reject the
Subscription Agreement as provided in Subsection D.
C. Subscribers by means of payroll deductions shall be given the
opportunity to elect on the Subscription Agreement and Payroll Deduction
Authorization 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, as many available shares as possible having a value equal to or
less than the value of the unavailable shares;
2. to allow UPS to fill his/her subscription for Units with the
available shares allocable to such Units; or
4
<PAGE> 5
3. to require UPS to suspend the subscriber's participation in the
payroll deduction plan until such quarter as there are sufficient Units
available to satisfy his/her subscription.
If no election is made on a subscription agreement, UPS will reject the
subscription agreement. If a subscriber by means of payroll deduction makes one
of the elections described above, any funds deducted from his or her pay checks
and not used to purchase Units or available shares will be held by UPS, without
interest, until the earlier of: (1) investment in Units or shares, as described
above, or (2) such subscriber requests in writing that such funds be returned,
without interest, to him or her.
D. 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 First Union as Trustee under the UPS Employees
Stock Trust and the Overseas Capital Stock will be delivered to First Union 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 submit Cash Subscription Agreements 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 aggregate Unit Price of the Units, or (iii) to reduce
to not less than twenty 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 of the amounts not needed to pay the aggregate Unit Price of the
Units subscribed to or to increase the number of Units which the subscriber
desires to purchase.
In the case of subscriptions for Units to be paid for by means of payroll
deductions, UPS will apply the amount authorized to be deducted from regular pay
checks to the purchase of the maximum number of Units, in integral multiples of
four Units, which such amount will purchase as of the applicable purchase date.
With respect to quarterly purchase dates, the excess of the amount deducted over
the aggregate Unit Price of the Units purchased will be applied to the aggregate
Unit Price of Units to be purchased on the next quarterly purchase date.
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. Subscriptions by payroll deduction are
not accepted until UPS records the purchase of shares on its books; hence such
subscriptions may be rejected even after payroll deductions have been made.
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 First Union as Trustee under the
UPS Employees Stock Trust, and acknowledgments for the Overseas Capital Stock
will be sent to subscribers by First Union as Custodian for the Overseas Capital
Stock.
5
<PAGE> 6
B. The Overseas Capital Stock will be deposited with First Union as
Custodian for each subscriber. First Union will register the shares in its name
and will sell or otherwise dispose of the shares upon the subscriber's
instruction and in conformity with the restrictions contained in the
subscription agreements. Any cash dividends and other distributions which may be
paid on the Overseas Capital Stock will be promptly remitted by First Union, as
Custodian, to the subscriber. Until instructions are received by First Union
requesting that the certificates for Overseas Shares be delivered to a
purchaser, First Union 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 PLAN.
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 Subscription Agreements. 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 sale
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 or its Executive Committee. 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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