<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997
REGISTRATION NO. 333-
================================================================================
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. 30328
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
</TABLE>
---------------------
UPS 1997 MANAGERS 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
(Name and address of agent for service)
404-215-8107
(Telephone number, including area code, of agent for service)
COPIES TO:
CATHERINE B. HARRISON, ESQUIRE
55 GLENLAKE PARKWAY, N.E., ATLANTA, GEORGIA 30328
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE* FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10
per share.................. 20,000,000 $29.75 $595,000,000 $180,303.03
=============================================================================================================
</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.
================================================================================
<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 reports of UPS on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 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 March 1, 1997, 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) 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 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
II-1
<PAGE> 3
Delaware General Corporation Law, as in effect (or to the extent that
indemnification is broadened, as it may be amended), against all expense,
liability and loss (including attorneys' fees, 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 of Incorporation 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 of Incorporation 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-laws, 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 of Incorporation
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;
II-2
<PAGE> 4
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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 26th
day of March, 1997.
UNITED PARCEL SERVICE OF AMERICA, INC.
(Registrant)
By: /s/ JAMES P. KELLY
-------------------------------------
James P. Kelly
Chairman of the Board
and Chief Executive Officer
Date: March 26, 1997
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 Vice Chairman of the March 26, 1997
- ----------------------------------------------------- Board, Senior Vice
John W. Alden President, and
Director
Director March 26, 1997
- -----------------------------------------------------
William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, March 26, 1997
- ----------------------------------------------------- Treasurer, Assistant
Robert J. Clanin Secretary (Chief
Financial and
Accounting Officer),
and Director
Director March 26, 1997
- -----------------------------------------------------
Carl Kaysen
/s/ JAMES P. KELLY Chairman of the Board, March 26, 1997
- ----------------------------------------------------- Chief Executive
James P. Kelly Officer, and Director
Director March 26, 1997
- -----------------------------------------------------
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, March 26, 1997
- ----------------------------------------------------- Secretary, and
Joseph R. Moderow Director
/s/ KENT C. NELSON Director March 26, 1997
- -----------------------------------------------------
Kent C. Nelson
Director March 26, 1997
- -----------------------------------------------------
Victor A. Pelson
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director March 26, 1997
- -----------------------------------------------------
John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President March 26, 1997
- ----------------------------------------------------- and Director
Charles L. Schaffer
Director March 26, 1997
- -----------------------------------------------------
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President March 26, 1997
- ----------------------------------------------------- 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 Managers Stock Trust (as Registrant's Post-Effective Exhibit 4(b)
amended and restated) Amendment No. 1 to Registration
Statement on Form S-3
(Registration Statement No.
33-54297)
EXHIBITS FILED HEREWITH
4(v) Subscription Agreement -- Cash
Purchase
4(vi) Subscription
Agreement -- Eligible
Fiduciaries
4(vii) Subscription Agreement and
Payroll Deduction Authorization
4(viii) Subscription Agreement -- Cash
Purchase -- Overseas Partners
Ltd.
23(a) Consent of Deloitte & Touche LLP
Re: United Parcel Service of
America, Inc.
99 UPS 1997 Managers Stock Purchase
Plan
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4(v)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
To subscribe to Units, complete, sign, date and forward an original of this
Subscription Agreement with the enclosures set forth below first to the District
Controller (for the district in which you are employed) to verify eligibility,
and then to the address below if requested by the District Controller:
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock Trust
c/o First Union National c/o Employee Shareholder [] Non-Union/Non-Management --
Bank Services Employees Stock Trust
P.O. Box 41784 First Union National Bank
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</TABLE>
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to (not less than 20 nor more than
10,000 Units together with Units subscribed to by a trustee or custodian of my
individual retirement account) Units, each consisting of 1 share of
United Parcel Service of America, Inc. ("UPS") Common Stock subscribed to from
UPS and 1/4 share of Overseas Partners Ltd. ("OPL") Common Stock subscribed to
from OPL, except as may be provided below. If such number of Units is not evenly
divisible by four, UPS and OPL may, at their option, (i) reject this
subscription in full; (ii) notify me and allow me to remit such additional
amount as necessary to equal the aggregate price of an integral multiple of four
Units; or (iii) fulfill this subscription for the purchase of the maximum number
of Units wholly divisible by four for which payment has been received and refund
any excess monies to me.
I enclose a check or money order payable to the order of "First Union
National Bank" as Transfer Agent in the amount of $ , which equals the
product of the number of Units subscribed to hereby multiplied by the sum of (i)
the Current Price of a UPS share (as determined from the most recent UPS
Shareowners Letter) and (ii) one-fourth of the Current Price of an OPL share
(i.e. one-fourth of the net book value of an OPL share as determined from OPL's
most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their discretion,
that there are not enough UPS or OPL shares available to satisfy my subscription
for such shares contained in the Units, I hereby authorize UPS and OPL to do the
following: (please check one box)
[ ] Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount I
have remitted, and return the remainder (without interest) to me.
[ ] Fulfill my subscription to the fullest extent possible with available
Units and return the subscription amount intended for the Units which are
currently unavailable (without interest).
[ ] Cancel my Subscription Agreement and return to me all amounts remitted
herewith, without interest.
3. Authorizations and Delivery Instructions.
<TABLE>
<S> <C>
(a) I hereby authorize UPS, as my agent, to deliver the UPS
shares to which I have subscribed (the "UPS Shares") to
First Union National Bank ("First Union"), as Trustee of the
UPS Managers Stock Trust (as amended and restated), or the
UPS Employees Stock Trust, as applicable (in either case,
the "Stock Trust"), to enable the Trustee to hold the UPS
Shares in accordance with the Stock Trust; and
(b) I hereby authorize OPL, as my agent, to deliver the OPL
shares to which I have subscribed (the "OPL Shares") to
First Union, as Custodian, to be held for my benefit as more
fully described in the Prospectus.
</TABLE>
4. Further Provisions. I further acknowledge and agree that:
<TABLE>
<S> <C>
(a) My subscription is not subject to transfer or assignment by
me;
(b) UPS and OPL each have the right, in their discretion, to
accept or reject my subscription;
(c) My subscription will become binding upon UPS and OPL only
upon acceptance by both UPS and OPL;
(d) My rights with respect to refund of funds held by First
Union pending delivery of shares, withdrawal or rejection of
my subscription are as set forth in the Prospectus, and will
not include interest thereon;
(e) The Units to which I have subscribed will be sold to me at
the Current Prices in effect at the time my subscription is
accepted by both UPS and OPL, which may be greater or less
than the Current Prices in effect at the date of this
Subscription Agreement, and my rights with respect to a
change in the price of Units are as set forth in the
Prospectus;
(f) Upon acceptance by both UPS and OPL, this Subscription
Agreement shall be binding upon and inure to the benefit of
my heirs, executors, administrators, and personal
representatives;
(g) I have read the Prospectus and I am familiar with its terms;
(h) If I have not yet executed and delivered to UPS a UPS
Managers Stock Trust Deposit Agreement or UPS Employees
Stock Trust Deposit Agreement ("Deposit Agreement"), I
enclose herewith a properly executed Deposit Agreement with
respect to the UPS Shares included in this Subscription
Agreement. I understand that if a Deposit Agreement is not
on file on my behalf, my subscription will be rejected by
UPS; and
(i) This Subscription Agreement will be deemed to be a
subscription to UPS as to the UPS Shares and a subscription
to OPL as to the OPL Shares.
</TABLE>
- --------------------------------------------------------------------------------
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
<TABLE>
<S> <C> <C>
/ / / / / / / / / / / /
- ----------------------------------------------------- ---------------
ACCOUNT NUMBER (SSN) REGION DISTRICT NEW ACCOUNT (Check if Yes) [ ]
/ /
- ------------------------------------------ -------------------------------- ---------------- -----------------
LAST NAME FIRST NAME MIDDLE INITIAL BIRTHDATE
/ /
- ------------------------------------------------------------------------------ ---------------- -----------------
STREET ADDRESS APT # EMPLOYMENT DATE
( )
- -------------------------- --------------- -------------- ------------- --------------------------------
CITY STATE ZIP CODE COUNTRY DAYTIME PHONE
/ /
- ---------------------------------- ---------------------------------------------------
DATE PRINT NAME OF PERSON VERIFYING ELIGIBILITY
- ----------------------------------------------------------------- ---------------------------------------------------
1/97 EMPLOYEE SIGNATURE SIGNATURE OF PERSON VERIFYING ELIGIBILITY
</TABLE>
<PAGE> 1
EXHIBIT 4(vi)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
(Eligible Fiduciaries)
To subscribe to Units for a self-directed individual retirement account
("IRA"), both the eligible employee and the eligible fiduciary must complete,
sign, date and deliver an original of this Subscription Agreement and the
enclosures set forth below directly to United Parcel Service of America, Inc.,
c/o First Union National Bank at the address below.
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock Trust
c/o First Union National c/o Employee Shareholder [] Non-Union/Non-Management --
Bank Services Employees Stock Trust
P.O. Box 41784 First Union National Bank
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</TABLE>
Ladies and Gentlemen:
1. Purchase of Shares. The undersigned hereby subscribes to (not less than 20
nor more than 10,000 Units together with the Units subscribed to by the employee
whose name and social security number is written below) Units on behalf
of the account of , each consisting of 1 share of United
Parcel Service of America, Inc. ("UPS") Common Stock subscribed to from UPS and
1/4 share of Overseas Partners Ltd. ("OPL") Common Stock subscribed to from
OPL, except as may be provided below. If such number of Units is not evenly
divisible by four, UPS and OPL may, at their option, (i) reject this
subscription in full; (ii) notify the undersigned and allow the undersigned to
remit such additional amount as necessary to equal the aggregate price of an
integral multiple of four Units; or (iii) fulfill this subscription for the
purchase of the maximum number of Units wholly divisible by four for which
payment has been received and refund any excess monies to the undersigned.
The undersigned encloses a check or money order payable to the order of
"First Union National Bank" as Transfer Agent in the amount of $ , which
equals the product of the number of Units subscribed to hereby multiplied by the
sum of (i) the Current Price of a UPS share (as determined from the most recent
UPS Shareowners Letter) and (ii) one-fourth of the Current Price of an OPL share
(i.e. one-fourth of the net book value of an OPL share as determined from OPL's
most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their discretion,
that there are not enough UPS or OPL shares available to satisfy the
undersigned's subscription for such shares contained in the Units, the
undersigned hereby authorizes UPS and OPL to do the following: (check one box)
[ ] Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount the
undersigned has remitted, and return the remainder (without interest) to
the undersigned.
[ ] Fulfill this subscription to the fullest extent possible with available
Units and return to the undersigned the subscription amount intended for
the Units which are currently unavailable (without interest).
[ ] Cancel this Subscription Agreement and return to the undersigned all
amounts remitted herewith, without interest.
3. Authorizations and Delivery Instructions.
<TABLE>
<S> <C>
(a) The undersigned hereby authorizes UPS, as agent for the
undersigned, to deliver the UPS shares to which the
undersigned has subscribed (the "UPS Shares") to First Union
National Bank ("First Union"), as Trustee of the UPS
Managers Stock Trust (as amended and restated), or the UPS
Employees Stock Trust, as applicable (in either case, the
"Stock Trust"), to enable the Trustee to hold the UPS Shares
in accordance with the Stock Trust; and
(b) The undersigned hereby authorizes OPL, as agent for the
undersigned, to deliver the OPL shares to which the
undersigned has subscribed (the "OPL Shares") to First
Union, as Custodian, to be held as more fully described in
the Prospectus.
</TABLE>
4. Further Provisions. The undersigned acknowledges and agrees that:
<TABLE>
<S> <C>
(a) This subscription is not subject to transfer or assignment
by the undersigned;
(b) UPS and OPL each have the right, in their discretion, to
accept or reject the undersigned's subscription;
(c) The undersigned's subscription will become binding upon UPS
and OPL only upon acceptance by both UPS and OPL;
(d) The undersigned's rights with respect to refund of funds
held by First Union pending delivery of shares, withdrawal
or rejection of this subscription are as set forth in the
Prospectus and will not include interest thereon;
(e) The Units to which the undersigned has subscribed will be
sold to the undersigned at the Current Prices in effect at
the time this subscription is accepted by both UPS and OPL,
which may be greater or less than the Current Prices in
effect at the date of this Subscription Agreement, and the
undersigned's rights with respect to a change in the price
of Units are as set forth in the Prospectus;
(f) Upon acceptance by both UPS and OPL, this Subscription
Agreement shall be binding upon and inure to the benefit of
the undersigned's successors and assigns.
(g) The undersigned has read the Prospectus and is familiar with
its terms;
(h) If the undersigned has not yet executed and delivered to UPS
a UPS Managers Stock Trust Deposit Agreement or UPS
Employees Stock Trust Deposit Agreement ("Deposit
Agreement"), the undersigned has enclosed herewith a
properly executed Deposit Agreement with respect to the UPS
Shares included in this Subscription Agreement. The
undersigned understands that if a Deposit Agreement is not
on file on behalf of the undersigned, this subscription will
be rejected by UPS; and
(i) This Subscription Agreement will be deemed to be a
subscription to UPS as to the UPS Shares and a subscription
to OPL as to the OPL Shares.
</TABLE>
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
<TABLE>
<S> <C>
- ------------------------------------------------------------ ------------------------------------------------------------
Name of eligible employee Name of eligible fiduciary
- ------------------------------------------------------------ ------------------------------------------------------------
Signature of eligible employee Authorized signatory
- ------------------------------------------------------------ ------------------------------------------------------------
Account number Address of eligible fiduciary
- ------------------------------------------------------------ ------------------------------------------------------------
Date City, State and Zip Code
/ / / / / / / / / /
- ------------------------------------------------------------ ------------------------------------------------------------
1/97 Social Security Number of Employee Date
</TABLE>
<PAGE> 1
GENERAL EXHIBIT 4(vii)
SUBSCRIPTION AGREEMENT AND PAYROLL DEDUCTION AUTHORIZATION
To subscribe to Units, complete, sign, date and forward an original of this
Subscription Agreement with the enclosures set forth below first to the District
Controller (for the district in which you are employed) to verify eligibility,
and then to the address below if requested by the District Controller:
<TABLE>
<S> <C> <C> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock
c/o First Union National c/o Employee Shareholder [] Trust
Bank Services Non-Union/Non-Management --
P.O. Box 41784 First Union National Bank Employees Stock Trust
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
</TABLE>
Ladies and Gentlemen:
This Subscription Agreement and Payroll Deduction Authorization supersedes
and replaces any Subscription Agreement and Payroll Deduction Authorization
bearing an earlier date which I have previously executed and submitted, to the
extent it is inconsistent with the earlier form.
I. Subscription Agreement
1. The undersigned hereby wishes to withhold:
(a)__________________ dollars from my monthly, weekly or semi-monthly
paycheck (minimum allowable deductions are $10 weekly, $20 semi-monthly and
$40 monthly) and apply the deducted amount toward the quarterly purchase of
Units (as defined below);
(b)__________________ dollars from my One-Half Month paycheck payable in
December ____ and apply the deducted amount toward the purchase of Units
(not less than four Units, or an integral multiple of four Units);
(c)__________________ dollars from my Year End Unused Entitlements Payoff
("Payoff Amount") payable in December ____ and apply the deducted amount
toward the purchase of Units (not less than four Units or an integral
multiple of four Units).
Each Unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") subscribed to from UPS and one-fourth of a
share of the common stock of Overseas Partners Ltd. ("OPL") subscribed to from
OPL ("Unit"). The purchase price of each Unit shall be the sum of (i) the
Current Price of a UPS share (as determined from the most recent UPS Shareowner
Letter) and, (ii) one-fourth of the Current Price of an OPL share (i.e. one-
fourth of the net book value of an OPL share as determined from OPL's most
recently published Annual Report to Shareowners or otherwise generally made
available to Shareowners). Any amounts remaining after the purchase provided for
in paragraph 1(a) is made will be carried toward the next quarterly purchase or,
in the event of a cancellation, refunded to me without interest. Any amounts
remaining after a purchase provided for in paragraphs 1(b) or 1(c) is made will
be refunded to me without interest.
INDIANA RESIDENTS ONLY: If I am a resident of Indiana, I acknowledge and
agree that the amounts authorized above to be withheld from my pay will be
applied solely to the purchase of UPS Common Stock, and that I am obligated to
pay separately for the shares of OPL Common Stock to be included in the Units to
which I subscribe, as set forth in paragraph 4(i) below.
2. Election. In the event UPS and OPL determine, in their discretion, that
there are not enough UPS or OPL shares available to satisfy my subscription for
such shares contained in the Units, I hereby authorize UPS and OPL to do the
following: (please check one box):
[ ] To substitute for such unavailable UPS or OPL shares, as many available
shares as possible, equal to or less than the value of the unavailable
shares;
[ ] To fill my subscription for Units with the available shares allocable
to such Units;
[ ] To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient Units available to satisfy my
subscription.
I understand that if no election is made above, UPS and OPL will reject
this Subscription Agreement. Any funds deducted from my pay and not used to
purchase Units or available shares will be held by UPS, without interest, until
the earlier of: (1) investment in Units or shares, as described above, or (2) I
request in writing that such funds be returned, without interest, to me. A
request for the return of funds must be made in conformity with the time
requirements set forth in the Prospectus, and all refunds shall be without
interest.
3. Authorizations and Delivery Instructions.
(a) I hereby authorize UPS, as my agent, to deliver the UPS shares to
which I have subscribed (the "UPS Shares") to First Union National Bank
("First Union"), as Trustee of the UPS Managers Stock Trust or the UPS
Employees Stock Trust, as applicable (in either case, the "Stock Trust")
to enable the Trustee to hold the UPS Shares in accordance with the Stock
Trust; and;
(b) I hereby authorize OPL, as my agent, to deliver the OPL shares to
which I have subscribed (the "OPL Shares") to First Union, as Custodian,
to be held for my benefit as more fully described in the Prospectus.
4. Further Provisions.
I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS and OPL each have the right, in their discretion, to accept or
reject my subscription;
(c) My subscription will become binding upon UPS and OPL only upon
acceptance by both UPS and OPL;
(d) My rights with respect to refund of funds held by UPS and/or First
Union pending delivery of shares, withdrawal or rejection of my
subscription are as set forth in the Prospectus, and will not include
interest thereon. My eligibility to purchase shall be determined as set
forth in the Prospectus;
(e) The Units to which I have subscribed will be sold to me at the Current
Prices in effect at the time this subscription is accepted by both UPS and
OPL, which may be greater or less than the Current Prices in effect at the
date of this Subscription Agreement, and my rights with respect to a change
in the price of Units are as set forth in the Prospectus;
(f) Upon acceptance by both UPS and OPL, this Subscription Agreement shall
be binding upon and inure to the benefit of my heirs, executors,
administrators, and personal representatives;
(g) I have read the Prospectus and I am familiar with its terms;
(h) If I have not yet executed and delivered to UPS a UPS Managers Stock
Trust Deposit Agreement or UPS Employees Stock Trust Deposit Agreement
("Deposit Agreement"), I enclose herewith a properly executed Deposit
Agreement, with respect to the UPS shares included in this Subscription
Agreement. I understand that if a Deposit Agreement is not on file on my
behalf my subscription will be rejected by UPS;
(i) Indiana residents only: In order to subscribe to Units and to avail
myself of the payroll deduction option for shares of UPS Common Stock, I
must tender to UPS for forwarding to "First Union National Bank," as
Transfer Agent, by means of a bank cashier's or personal check or money
order, the purchase price of the shares of OPL Common Stock included in
the Units that I have subscribed to by the first day of the month in which
a Quarterly Purchase Date occurs (as set forth in the Prospectus), or by
November 15 in the case of subscriptions to be paid for out of the Payoff
Amount. If I do not make such cash payment in a timely fashion UPS and OPL
may, in their discretion, (i) reject my subscription in its entirety, in
which case I will not be entitled to purchase any securities, or (ii) if
UPS allows, fulfill my subscription for shares of UPS Common Stock alone.
I understand that I have no right to purchase only shares of UPS Common
Stock; and
(j) This Subscription Agreement will be deemed to be a subscription to UPS
as to the UPS Shares and a subscription to OPL as to the OPL Shares.
In connection with the foregoing, I understand that UPS and OPL may reject
this subscription, and may exercise other rights, all as set forth in the
Prospectus.
II. Payroll Deduction Authorization
The undersigned hereby authorizes UPS or the UPS subsidiary by which I am
employed to make payroll deductions in connection with my above Subscription
Agreement dated ____________________ , 199_ and to pay the amount so deducted
to First Union in its capacity as Transfer Agent for UPS and for OPL, in payment
of the purchase price of the shares thereby subscribed to.
If I have subscribed to the quarterly purchase of UPS and OPL shares
through deductions from my weekly, monthly or semi-monthly paychecks, I
understand that such deductions will continue until cancelled by me in a written
notice by executing and delivering a subsequent Subscription Agreement and
Payroll Deduction Authorization indicating a zero dollar deduction amount. If,
at any time, I elect to cancel my quarterly subscription and related deductions,
such cancellation will not be effective unless it is received by UPS prior to
the first day of the month in which such subscription is to be accepted.
If I have subscribed to the purchase of UPS and OPL shares through
deductions from my One-Half Month paycheck or Payoff Amounts, I understand that
the deduction will be made only in 199_ and must be renewed by me in each
subsequent year. I further understand that if I elect to cancel such
subscription and deductions such cancellation will not be effective unless it is
received by UPS before November 15.
I understand that once a sale of any securities has been effected by UPS or
OPL, this authorization of deductions from my paychecks shall be irrevocable
with respect to any deductions which relate to the payment of the purchase price
of any securities the sale of which has been completed.
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
<TABLE>
<S> <C>
/ / / / / / / / / / /
- ------------------------------------------------------------ ------------------------------------------------------------
Employee Social Security No. ------------------------------------------------------------
(District or Location of eligible employee)
( ) ------------------------------------------------------------
- ------------------------------------------------------------ (Full Name of eligible employee)
Daytime telephone number
- ------------------------------------------------------------ ------------------------------------------------------------
Date (Home Address of eligible employee)
- ------------------------------------------------------------ ----------------------- ----------------- --------------
1/97 Witness (Signature of person other than subscriber) City State Zip Code
------------------------------------------------------------
(Signature of eligible employee)
</TABLE>
<PAGE> 1
EXHIBIT 4(viii)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
OVERSEAS PARTNERS LTD. COMMON STOCK
To subscribe to purchase shares of Overseas Partners Ltd. Common Stock,
complete, sign, date and forward an original of this Subscription Agreement to
either the District Controller (for the district in which you are employed) to
verify eligibility if you are a UPS employee, or to Overseas Partners Ltd. at
the address set forth below, if you are not an employee of UPS.
<TABLE>
<S> <C>
FOR U.S. MAIL: FOR NEXT DAY AIR:
Overseas Partners Ltd. Overseas Partners Ltd.
c/o First Union National Bank c/o Employee Shareholder Services
P.O. Box 41784 First Union National Bank
Philadelphia, PA 19101-1784 PA 1204-ESS
Telephone: (888) 663-8325 123 South Broad Street
(215) 985-8569 Philadelphia, PA 19109-1199
</TABLE>
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to purchase shares of
Overseas Partners Ltd. ("OPL") Common Stock.
I enclose a bank cashier's or personal check or money order payable to the
order of "First Union National Bank" as Transfer Agent in the amount of
$ , which equals (a) the product of the number of shares subscribed to
hereby multiplied by (b) the Current Price of an OPL share (i.e. the net book
value of an OPL share as determined from OPL's most recently published Annual
Report to Shareowners).
2. Authorizations and Delivery Instructions. I hereby authorize OPL, as my
agent, to deliver the OPL shares to which I have subscribed (the "OPL Shares")
to First Union National Bank ("First Union"), as Custodian, to be held for my
benefit as more fully described in the Prospectus.
3. Further Provisions. I further acknowledge and agree that:
<TABLE>
<S> <C>
(a) My subscription is not subject to transfer or assignment by
me;
(b) OPL has the right, at its discretion, to accept or reject my
subscription;
(c) My subscription will become binding upon OPL only upon
acceptance by OPL;
(d) My rights with respect to refund of funds held by First
Union pending delivery of shares, withdrawal or rejection of
my subscription are as set forth in the Prospectus and will
not include interest thereon;
(e) The OPL Shares to which I have subscribed will be sold to me
at the Current Price in effect at the time my subscription
is accepted by OPL, which may be greater or less than the
Current Price in effect at the date of this Subscription
Agreement, and my rights with respect to a change in the
price of OPL Shares are as set forth in the Prospectus;
(f) Upon acceptance by OPL, this Subscription Agreement shall be
binding upon and inure to the benefit of my heirs,
administrators, and personal representatives; and
(g) I have read the Prospectus and I am familiar with its terms.
</TABLE>
NOTE: All items below except the signature of the subscriber and witnesses must
be printed or typed. All signatures must be original. No photocopies will be
accepted.
<TABLE>
<S> <C>
------------------------------------------------------
(District or Location of eligible employee)
/ / / / / / / / / /
- -------------------------------------------- ------------------------------------------------------
Employee Account Number (Tax ID) (Full Name of eligible employee or subscriber)
- -------------------------------------------------------- -----------------------------------------------------
Date (Home Address of eligible employee or subscriber)
------------------ ------------------ ---------
City State Zip Code
- -------------------------------------------------------- ----------------------------------------------------
Witness Signature
(For employees of UPS, an Officer, District Manager, or equivalent)
1/97
</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 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
part of this Registration Statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 26, 1997
<PAGE> 1
EXHIBIT 99
UNITED PARCEL SERVICE OF AMERICA, INC.
UPS 1997 MANAGERS STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to allow the participation by certain managers,
supervisors, and other eligible individuals as determined from time to time by
the Company in the Company's success and increase the incentive for such persons
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 UPS and its shareowners and the incentive purposes of the
Plan. With regard to a share of OPL Common Stock, Current Price at any time
means the net book value per share of OPL Common Stock as determined from
OPL's most recent audited balance sheet as reported in OPL's most recently
published Annual Report mailed to its shareowners or otherwise generally
made available to OPL's shareowners.
"OPL" means Overseas Partners Ltd., a Bermuda corporation.
"OPL COMMON STOCK" means Common Stock of OPL, par value of $0.10 per
share.
"PLAN" means this UNITED PARCEL SERVICE OF AMERICA, INC. 1997 Managers
Stock Purchase Plan, as the same may be amended, modified or supplemented
from time to time.
"SUBSIDIARIES" means any corporation, limited liability company or
other business entity more than fifty percent (50%) of whose outstanding
voting securities is owned by UPS or by one or more of UPS's other
Subsidiaries.
"UNIT" means one share of UPS Common Stock and one-fourth share of OPL
Common 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 OPL Common Stock.
"UPS" or "Company" means UNITED PARCEL SERVICE OF AMERICA, INC., a
Delaware corporation, and, if applicable, its Subsidiaries.
"UPS COMMON STOCK" means Common Stock of UPS, par value $0.10 per
share.
"UPS EMPLOYEES STOCK PLAN" means the UPS 1997 Employees Stock Purchase
Plan created by the Board in 1996 for certain employees of UPS, and any
other such plans as may be created from time to time by the Board.
<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 MANAGERS STOCK TRUST" means a trust arrangement established by
agreements conforming to the trust agreement amended and restated 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 Managers Stock Trust shall be provided to an
eligible participant under the Plan, without charge, upon his or her oral
or written request directed to: Shareowner Relations, United Parcel Service
of America, Inc., 55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404)
828-6000, or such other location as UPS may determine from time to time.
"UPS 1991 STOCK OPTION PLAN" means the 1991 stock option plan created
by the Board, as amended from time to time.
"UPS STOCK OPTION PLAN" means the UPS 1991 Stock Option Plan and the
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; TERM; ADMINISTRATION.
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.
C. This Plan shall be administered by the Board, or a committee of the
Board to which the Board may delegate such responsibility from time to time and
whose committee members will be appointed by the Board from time to time, or by
the applicable employees of a department of UPS (such as, for example, the UPS
Shareowner Relations Department) to which the responsibility for administration
of the Plan has been assigned from time to time. The Plan shall be administered
in such manner as the then applicable administrator may determine from time to
time in accordance with the Plan. Eligible participants in the Plan may obtain
additional information about the Plan and direct questions concerning the Plan
to UPS at: Shareowner Relations, United Parcel Service of America, Inc., 55
Glenlake Parkway, N.E., Atlanta, Georgia 30328, (404) 828-6000.
4. ELIGIBILITY.
A. Eligibility in the Plan shall be limited to the persons described in
this Section 4 or otherwise in a Prospectus to which this Plan relates
("eligible participants"). Subject to the foregoing, eligibility in the Plan for
subscription to Units shall be limited to the following persons:
(i) managers and supervisors of UPS who have received awards under the
UPS Incentive Plan for distribution in the calendar year in which a
subscription for Units is received by UPS, and who, on the date on which
their respective subscriptions are accepted by UPS and OPL, are actively
employed as UPS managers or supervisors and beneficially own shares of both
UPS Common Stock and OPL Common Stock; and,
(ii) other individuals as determined from time to time by UPS who
qualify as "employees" of UPS and/or its Subsidiaries for purposes of
Regulation M promulgated by the U.S. Securities and Exchange Commission, as
amended from time to time ("Eligible Selected Individuals"), including but
not limited to, eligible non-employee members of the Board, in the sole
discretion of UPS.
B. Notwithstanding Subsection A(i) above, inactive managers or supervisors
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 a committee of the Board.
2
<PAGE> 3
C. In addition to purchasing Units individually, a manager or supervisor
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 manager or supervisor under such account, and the terms of the
individual retirement account provide that the UPS Common Stock and OPL Common
Stock held by the account will not be commingled with other property, including
a common trust fund or common investment fund within the meaning of Section
408(a)(5) of the Internal Revenue Code which holds other individual retirement
account assets or the assets of employee benefit plans exempt from taxation
under Section 401(a) of the Internal Revenue Code. Eligible fiduciaries of
individual retirement accounts of eligible managers or supervisors may subscribe
to Units only for individual retirement accounts of such employees and only upon
the direction of an eligible manager or supervisor. Any eligible fiduciary shall
provide such information as UPS and OPL 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
manager or supervisor. In addition, UPS reserves the right, in its sole
discretion, to permit, from time to time, Eligible Selected Individuals and
their eligible fiduciaries, including, but not limited to, eligible non-employee
members of the Board, to participate in the Plan upon the same terms as eligible
managers or supervisors and their eligible fiduciaries hereunder. Except as may
be provided herein, eligible participants may subscribe to Units only for their
own account and not for the account of any other person.
D. Eligibility in the Plan for subscription to shares of OPL Common Stock
sold separately shall be limited to participants in the UPS Stock Option Plan
who have exercised options to acquire UPS Common Stock in the calendar year in
which the subscription for OPL Common Stock is received by OPL. Such eligible
participants may subscribe to shares of OPL Common Stock only for their own
account and not for the account of any other person. The only way to subscribe
to shares of such OPL Common Stock pursuant to this Plan is by cash
subscription.
5. LIMITATION ON NUMBER OF UNITS.
Except for purchases of OPL Common Stock by eligible participants in the
UPS Stock Option Plan as provided herein, UPS Common Stock and OPL Common Stock
held by or acquired by UPS or OPL, as the case may be, are subject to purchase
in Units under the Plan. The availability of such Units for purchase under this
Plan, and the availability of OPL Common Stock for purchase in connection with
the UPS Stock Option Plan, are subject, however, to the corporate needs of UPS
and OPL, as the case may be, for such shares, such as for distributions of
shares of UPS Common Stock and/or OPL Common Stock (i) to participants in the
UPS Incentive Plan; and (ii) to fulfill UPS's obligations under the UPS Stock
Option Plan. Availability of shares of UPS Common Stock by UPS and OPL Common
Stock by OPL will be determined by them in their 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 OPL Common Stock. The purchase price for each share
of OPL Common Stock purchased in connection with the UPS Stock Option Plan shall
equal the Current Price of a share of OPL Common Stock at the time that OPL
accepts a subscription. The subscription price will change from time to time, to
reflect changes in the Current Price of OPL Common Stock. The total subscription
price will equal the product of the Current Price of a share of OPL Common Stock
multiplied by the number of shares.
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 managers or
supervisors, and not eligible fiduciaries, may subscribe by payroll deduction,
by delivering a properly completed and fully executed Subscription Agreement
3
<PAGE> 4
and Payroll Deduction Authorization in the form accompanying the Prospectus to
which this Plan relates (the "Subscription Agreement and Payroll Deduction
Authorization"). In the case of cash subscriptions, an eligible manager or
supervisor (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 a fully executed subscription agreement in the form
accompanying the Prospectus to which this Plan relates (the "Cash Subscription
Agreement"), together with a check or money order payable to "First Union
National Bank" as Transfer Agent for the aggregate Unit Price of the total Units
subscribed to. Units must be purchased in integral multiples of four.
C. In general, an eligible participant purchasing OPL Common Stock in
connection with the UPS Stock Option Plan may subscribe, during a specified
period, to purchase a number of shares of OPL Common Stock equal to one-fourth
of the number of Net Shares of UPS Common Stock (as defined below) received upon
exercise of options in the calendar year ("Option Exercise Year") in which the
subscription for OPL shares is received by OPL. If this calculation results in a
number of shares including a fractional share, the amount will be rounded up to
the next whole share. In the case of cash exercises of options, Net Shares means
the number of shares of UPS Common Stock received upon exercise. In the case of
exercises of options using previously owned shares, Net Shares means the number
of shares of UPS Common Stock received upon exercise of options reduced by the
number of shares of UPS Common Stock used to exercise the options.
The subscription period for the shares of OPL Common Stock shall be from
May 15 to July 15 of an Option Exercise Year (the "Subscription Period"). UPS
will notify eligible participants purchasing OPL Common Stock in connection with
the UPS Stock Option Plan by letter of the maximum number of shares of OPL
Common Stock to which they may subscribe prior to May 15 of such Option Exercise
Year. A cash subscription agreement shall accompany each letter. The eligible
participant may, at any time during the Subscription Period, subscribe to any
number of shares of OPL Common Stock up to the maximum amount stated in the
letter by delivery to First Union, as Transfer Agent, of the fully executed
subscription agreement (the "OPL Subscription Agreement"). The Current Price of
the shares may be paid only in cash, and thus, a bank cashier's or personal
check or money order payable to "First Union National Bank", as Transfer Agent,
must accompany the OPL Subscription Agreement. No subscription for fractional
shares will be accepted.
D. All shares of UPS Common Stock shall be subject to the UPS Managers
Stock Trust. As a condition to the receipt of UPS Common Stock, the subscriber
shall execute and deliver to the Trustee of the UPS Managers Stock Trust a trust
deposit agreement in the form used by UPS from time to time. 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 Managers Stock Trust Agreement. The OPL shares will be
deposited with First Union, as Custodian for each subscriber.
7. ACCEPTANCE OF SUBSCRIPTIONS BY UPS AND OPL.
A. No subscription for the purchase of Units or shares of OPL Common Stock
will become binding upon UPS or OPL until it has been accepted by both UPS and
OPL in the case of Units, or by OPL, in the case of shares of OPL Common Stock
sold separately. UPS and OPL reserve the right, in the individual discretion of
each, to accept or reject any subscription in part or in its entirety.
B. UPS's and OPL's acceptance of a cash subscription will take place upon
the mailing to the subscriber of a notice of acceptance, confirming their
acceptance of the subscription, and showing the number and Current Prices of the
UPS Common Stock and OPL Common Stock sold to the subscriber ("Notice of
Acceptance"). In the case of subscriptions for shares of OPL Common Stock, OPL's
acceptance will occur promptly after the close of the Subscription Period of an
Option Exercise Year. Payroll deduction subscriptions will be accepted, if at
all, only when UPS and OPL record the purchase on their respective books. The
subscriber will be advised of the acceptance of his or her subscription by an
account statement or receipt from First Union, as Trustee under the UPS Managers
Stock Trust and as Custodian for shares of OPL Common Stock, indicating the
number of shares of UPS Common Stock and/or OPL Common Stock newly allocated to
his or her account. The account statement or receipt will be mailed to the
subscriber as soon as practicable after the purchase date. UPS and OPL may
adopt, in their discretion, and shall communicate to
4
<PAGE> 5
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. Neither UPS nor OPL will accept a subscription submitted on a Cash
Subscription Agreement until the subscriber's check or money order has been
collected. If any check or money order submitted as payment cannot be collected,
UPS and OPL may, in their discretion, return the subscription documents or
request the subscriber to forward cash or wire funds in the amount of his 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 OPL Common Stock, UPS and OPL may, at their option, (i) reject the
subscription in full; (ii) notify the subscriber and allow him or her the
opportunity to remit the additional amount to equal the aggregate Unit Price of
an integral multiple of four Units; or (iii) fulfill the subscription for the
purchase of the maximum number of Units wholly divisible by four for which
payment has been received, and refund any excess monies to the subscriber,
without interest. Once UPS has accepted a subscription, it will forward the
subscription to OPL, for acceptance or rejection. Currently, UPS and OPL intend
to reject subscriptions that are not for integral multiples of four Units. In
the event that UPS or OPL rejects a subscription, the Cash Subscription
Agreement will be returned to the subscriber by UPS or OPL, as the case may be,
and the subscription check will be returned to the subscriber by First Union,
without interest.
8. NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
A. In the case of Units, the process of reviewing cash purchase
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 managers or supervisors and eligible fiduciaries whose
cash purchase subscriptions for Units are received less than 15 days prior to a
change in the Current Price of UPS Common Stock or OPL Common Stock may incur an
increase in the Unit Price of Units or in the Current Price of the OPL Common
Stock to which they subscribe. Similarly, cash purchase subscriptions for Units
received less than 15 days prior to the record date of a dividend on UPS Common
Stock or OPL Common Stock may not be processed in time to enable the subscriber
to receive the dividend. UPS and OPL shall in no event be liable for any costs
or damages to such subscriber due to such changes in price or the failure to
receive such dividends.
B. The process of reviewing payroll deduction subscriptions to determine
acceptability, and arranging the deduction of the Unit Price and any adjustments
thereto from salary payments normally requires up to 30 days. A Subscription
Agreement and Payroll Deduction Authorization providing for the quarterly
subscription to Units will, if otherwise acceptable, be effected beginning in
the month following its receipt by UPS. Payroll deduction subscriptions to Units
to be paid for by deductions from payments other than salary payments, if
otherwise acceptable, will be effected subject to timing requirements
established by UPS and communicated to subscribers (whether pursuant to a
Prospectus or otherwise).
9. DELAYED ACCEPTANCE OF SUBSCRIPTIONS.
A. If a delay in the ability of UPS and/or OPL to accept subscriptions
within the normal processing period arises due to a determination by UPS or OPL,
in their discretion, that there are not a sufficient number of shares of UPS
Common Stock and/or OPL Common Stock available to satisfy all subscriptions for
Units or shares of OPL Common Stock which UPS and OPL have accepted or which
they anticipate accepting in any period, OPL will first fill subscriptions for
OPL Common Stock with the OPL shares available as subscriptions for such shares
are received. UPS and OPL will then 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 or OPL makes a determination that there are not enough shares to
satisfy such subscription:
1. To allow UPS and OPL to substitute for such unavailable UPS or OPL
shares, as many available shares as possible having a value equal to or
less than the value of the unavailable shares and return to the
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subscriber any amount, without interest, of the subscription relating to
any fractional amount of available shares that would result from such
substitution;
2. To allow UPS and OPL to fill his/her subscription for Units with
the available shares allocable to such Units and return to the subscriber
the amount, without interest, of the subscription allocable to the
unavailable shares; or
3. To require UPS and OPL to cancel his/her Cash Subscription
Agreement and return his/her check or money order, without interest.
If no election is made on a Subscription Agreement, UPS and OPL 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
or OPL makes a determination that there are not enough shares to satisfy such
subscription:
1. To allow UPS and OPL to substitute for such unavailable UPS or OPL
shares, as many available shares as possible having a value equal to or
less than the value of the unavailable shares;
2. To allow UPS and OPL to fill his/her subscription for Units with
the available shares allocable to such Units; or
3. To require UPS to suspend the subscriber's participation in the
payroll deduction plan until such quarter as there are sufficient Units
available to satisfy his/her subscription.
If no election is made on a payroll deduction subscription agreement, UPS
and OPL 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 salary payments or other items 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 available shares, as described above, or (2) such
subscriber requests in writing that such funds be returned, without interest, to
him or her.
D. UPS and OPL reserve the right to determine the acceptability of
individual subscriptions. If a subscription is rejected by UPS or OPL 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
Managers Stock Trust and the OPL Common Stock will be delivered to First Union
as Custodian for OPL Common 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.
A. Units. Units will be sold at the Unit Price in effect when the
subscription is accepted by both UPS and OPL. Subscribers who remitted payment
with their Cash Subscription Agreement and whose subscriptions have not been
accepted by UPS and OPL at the time of an increase in the Current Price of
either UPS Common Stock or OPL Common Stock will be notified of the increase,
and the individual subscriber may then choose either (i) to withdraw his or her
subscription, (ii) to pay the additional amount needed to equal the higher
aggregate Unit Price of the Units, or (iii) to reduce to not less than 20 the
number of Units subject to the subscription. If the Current Price of UPS Common
Stock or OPL Common Stock in a Unit decreases at any such time, UPS or OPL, as
applicable will give notice to subscribers of this fact and afford them the
opportunity to withdraw their subscription or, in the alternative, either to
seek a refund of the amounts not needed to pay the aggregate Unit Price of the
Units subscribed to or to increase the number of Units which the subscriber
desires to purchase.
B. 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
salary payments or other items to the purchase of the maximum
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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.
C. Subscribers will not be entitled to receive, and no adjustment will be
made on account of, any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions (including where
subscriptions are accepted on a purchase date). In the event of a distribution
characterized by the Board or OPL, as the case may be, as a stock split prior to
acceptance of subscriptions which have been received, the price and number of
shares subject to the subscription will be adjusted proportionately.
D. OPL Common Stock. OPL Common Stock will be sold at the Current Price in
effect when the subscription is accepted by OPL. Subscribers who remitted
payment with their OPL Subscription Agreement and whose subscriptions have not
been accepted by OPL at the time of an increase in the Current Price of the OPL
Common Stock will be notified of the increase, and the individual subscriber may
then choose either: (i) to withdraw his/her subscription, (ii) to pay OPL the
additional amount needed to pay the higher subscription price or (iii) to reduce
his/her subscription.
E. Subscribers will not be entitled to receive, and no adjustment will be
made on account of, any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions. In the event of a
distribution characterized by the Board of Directors of OPL as a stock split
prior to acceptance of subscriptions which have been received, the price and
number of shares subject to the subscription will be adjusted proportionately.
11. REJECTION OF SUBSCRIPTIONS.
Notwithstanding any provision of this Plan to the contrary, UPS and OPL, in
their respective 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, or if applicable will cause First Union to
refund to the subscriber, without interest, any monies paid by such subscriber
on account of his or her subscription. Subscriptions by payroll deduction are
not accepted until UPS and OPL record the purchase of shares on their respective
books; hence such subscriptions may be rejected even after payroll deductions
have been made.
12. DELIVERY OF THE SHARES FOR THE ACCOUNT OF SUBSCRIBERS UPON ACCEPTANCE.
A. As soon as practicable after both UPS and OPL have accepted a
subscription, (i) UPS will deliver to the Trustee of the UPS Managers Stock
Trust, for the benefit of the subscriber, the UPS Common Stock subscribed to by
the subscriber and(ii) OPL will deliver to the Custodian of the OPL Common
Stock, for the benefit of the subscriber, the OPL Common 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 Managers Stock Trust, and
acknowledgments for the OPL Common Stock will be sent to subscribers by First
Union as Custodian for the OPL Common Stock.
B. The OPL Common 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 OPL Bye-Laws. Any cash
dividends and other distributions which may be paid on the OPL Common 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
OPL Common Stock 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 SOLD PURSUANT TO THE PLAN.
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
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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 Managers Stock Trust. Any transferee of UPS Common
Stock shall hold these shares subject to these rights of purchase by UPS.
14. RIGHTS OF OPL TO REPURCHASE OPL COMMON STOCK SOLD PURSUANT TO THE PLAN
OPL's Bye-Laws provide OPL with the right to purchase all or a portion of
the shares of OPL Common Stock upon a proposed sale or other attempted transfer
for value of those shares, at a price equal to the lesser of the Current Price
of the shares proposed to be sold or the proposed sale price. In addition, OPL's
Bye-Laws afford OPL the right to purchase OPL Common Stock sold pursuant to the
Plan following a shareowner's death, retirement, or other termination of
employment with UPS, OPL, or their respective subsidiaries. A legend describing
OPL's right of purchase may be placed on the certificates representing the OPL
Common Stock. Any transferee of OPL Common Stock shall hold these shares subject
to these rights of purchase by OPL.
15. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in this Plan or any Unit or any share of OPL Common Stock
shall confer upon any manager, supervisor, or other employee any right with
respect to the continuation of his or her employment by UPS or interfere in any
way with the right of UPS at any time to terminate such employment or to
increase or decrease the compensation of the manager, supervisor, or other
employee from the rate in existence at the time of the sale of a Unit or share
of OPL Common Stock.
16. AMENDMENT OF THE PLAN; COMBINATIONS AND RECLASSIFICATION OF SHARES.
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 OPL Common Stock as a result of a
combination or reclassification of such shares, a subdivision of such shares
characterized by the Board or OPL, as the case may be, as a stock split or stock
dividend, or other similar event, then, unless the Board or OPL shall otherwise
expressly determine, the number or type of shares of UPS Common Stock or OPL
Common Stock comprising a Unit shall automatically be changed and adjusted to
reflect such combination, reclassification, subdivision or other event.
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