<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 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>
---------------------
UNITED PARCEL SERVICE OF AMERICA, INC.
1996 STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF FEBRUARY 12, 1997)
(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.................. 30,000,000 $29.75 $892,500,000 $270,454.55
=============================================================================================================
</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, 1996;
(b) 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, 1996.
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 April 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 Delaware General Corporation Law, as
in effect (or to the extent that indemnification is broadened, as it may
II-1
<PAGE> 3
be amended), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith. Except with respect to actions initiated by an officer or director
against UPS to recover the amount of an unpaid claim, UPS is required to
indemnify an officer or director in connection with an action, suit or
proceeding initiated by such person only if such action, suit or proceeding was
authorized by the Board of Directors of UPS. The Certificate 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 9th
day of April, 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: April 9, 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 April 9, 1997
- ----------------------------------------------------- Board, Senior Vice
John W. Alden President, and
Director
Director
- -----------------------------------------------------
William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, April 9, 1997
- ----------------------------------------------------- Treasurer, Assistant
Robert J. Clanin Secretary (Chief
Financial and
Accounting Officer),
and Director
Director
- -----------------------------------------------------
Carl Kaysen
/s/ JAMES P. KELLY Chairman of the Board, April 9, 1997
- ----------------------------------------------------- Chief Executive
James P. Kelly Officer, and Director
Director
- -----------------------------------------------------
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, April 9, 1997
- ----------------------------------------------------- Secretary, and
Joseph R. Moderow Director
/s/ KENT C. NELSON Director April 9, 1997
- -----------------------------------------------------
Kent C. Nelson
Director
- -----------------------------------------------------
Victor A. Pelson
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director
- -----------------------------------------------------
John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President April 9, 1997
- ----------------------------------------------------- and Director
Charles L. Schaffer
Director
- -----------------------------------------------------
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President April 9, 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)
99 UPS 1996 Stock Option Plan Registrant's Annual Report on Exhibit 10(u)
(amended and restated as of Form 10-K, for the fiscal year
February 12, 1997) ended December 31, 1996, as
filed on March 28, 1997
EXHIBITS FILED HEREWITH
23(a) Consent of Deloitte & Touche LLP
Re: United Parcel Service of
America, Inc.
</TABLE>
II-6
<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 (United Parcel Service of
America, Inc. 1996 Stock Option Plan) of our report dated February 10, 1997,
appearing in the Annual Report on Form 10-K of United Parcel Service of America,
Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 9, 1997
