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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3/A
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
UNITED PARCEL SERVICE OF AMERICA, INC.
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(Name of Company)
55 GLENLAKE PARKWAY, N.E.
Atlanta, Georgia 30328
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(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
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8 3/8 % Debentures due 2030 $700,000,000
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: December 18, 1997.
NAME AND ADDRESS OF AGENT FOR SERVICE: Catherine Harrison, Esq., 55 Glenlake
Parkway, NE, Atlanta, Georgia 30328.
The Company hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Company.
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CONTENTS OF APPLICATION FOR QUALIFICATION
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This application for qualification comprises:
(a) Pages numbered one to fourteen, consecutively;
(b) The statement of eligibility and qualification of the Trustee under
the Indenture to be qualified (on Form T-1);
(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the trustee:
(i) Exhibit T3A -- The Company's Restated Certificate of
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Incorporation (incorporated by reference to Exhibit 4(iv) to Form S-8
Registration Statement (Registration No. 33-19622);
(ii) Exhibit T3B -- The Company's Bylaws, as amended (incorporated by
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reference to Current Report on Form 8-K, filed December 21, 1995;
(iii) Exhibit T3C -- Form of Indenture, dated as of December ___,
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1997, by and between the Company and Citibank, N.A., as Trustee;
(iv) Exhibit T3D -- Not applicable;
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(v) Exhibit T3E.1 -- Offering Circular, dated as of December ___,
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1997;
(vi) Exhibit T3E.2 -- Letter of Transmittal, dated as of December
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___, 1997;
(vii) Exhibit T3E.3 -- Form of Notice of Guaranteed Delivery, dated as
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of December ___, 1997;
(viii) Exhibit T3F -- Cross-Reference Sheet;
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(ix) Exhibit 99 -- Form T-1 of Citibank, N.A.
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* (x) Exhibit 99.1 -- Consent of Citibank, N.A.
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* Filed Herewith
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SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Company, United Parcel Service of America, Inc., a corporation
organized and existing under the laws of the State of Delaware, has duly caused
Amendment No. 2 to this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Atlanta, and State of Georgia, on the 20th day of
January, 1998.
(SEAL) UNITED PARCEL SERVICE OF AMERICA, INC.
By: /s/ Ned J. Winsor
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Name: Ned J. Winsor
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Title: Manager - Corporate Finance
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Attest: /s/ Catherine Harrison
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Name: Catherine Harrison
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Exhibit 99.1
(Exhibit 6 to Form T-1 at Exhibit 99)
January 16, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321 (b) of the Trust Indenture Act of 1939 amended,
the undersigned hereby consents that reports of examination of the undersigned
by Federal, State, Territorial, or District authorities authorized to make such
examinations may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Very Truly yours,
Citibank, N.A.
/s/ Patrick DeFelice
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Patrick DeFelice
Vice President
