<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1999
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)
Delaware 95-1732075
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
(Address of Principal Executive Offices, Including Zip Code)
______________________________
UPS Qualified Stock Ownership Plan
and Trust Agreement
(Full title of the Plan)
______________________________
Jeffrey L. Schulte, Esq. Copy to:
Morris, Manning & Martin, L.L.P. Catherine B. Harrison, Esq
1600 Atlanta Financial Center United Parcel Service of America, Inc.
3343 Peachtree Road, N.E. 55 Glenlake Parkway, N.E.
Atlanta, Georgia 30326 Atlanta, Georgia 30328
(404) 233-7000
(Name and Address and Telephone Number, Including Area Code,
of Agent for Service.)
________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE (2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 15,000,000 $40.00 $600,000,000 $166,800
per share
===========================================================================================================
</TABLE>
___________
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of the
Registrant's Common Stock on February 9, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees and/or directors of United Parcel Service of America, Inc.
(the "Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I
of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement on Form S-8 (File No. 333-
67479), filed by the Company on November 18, 1998, are hereby incorporated by
reference into this Registration Statement.
In addition, the following documents filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998; and
(c) The description of the Company's common stock, $.10 par value per share
("Common Stock") contained in Item 14 of the Company's Registration Statement on
Form 10 dated April 1970, as updated by the Item 5 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof.
-2-
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
----------- -----------
3.1 The Company's Certificate of Incorporation,
as Amended through May 15, 1987
(incorporated by reference to Exhibit 4(iv)
to the Company's Registration Statement on
Form S-8, Registration Number 19622)
3.2 The Company's Bylaws, as Amended through
February 26, 1998 (incorporated by
reference to Exhibit 3(ii) to the Company's
Current Report on Form 8-K filed with the
Commission on March 4, 1998, Commission
File Number 033-11378)
4.1 UPS Qualified Stock Ownership Plan and
Trust Agreement
23.1 Consent of Deloitte & Touche LLP
-3-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 10th day of
February, 1999.
UNITED PARCEL SERVICE OF AMERICA, INC.
By:/s/ James P. Kelly
------------------
JAMES P. KELLY
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ John W. Alden Vice Chairman of the Board, February 10, 1999
- ---------------------- Senior Vice President and
JOHN W. ALDEN Director
- ---------------------- Director
WILLIAM H. BROWN, III
/s/ Robert J. Clanin Senior Vice President, February 10, 1999
- ---------------------- Treasurer and Director
ROBERT J. CLANIN (Chief Financial and
Accounting Officer)
/s/ Michael L. Eskew Senior Vice President February 10, 1999
- ---------------------- and Director
MICHAEL L. ESKEW
/s/ James P. Kelly Chairman of the Board February 10, 1999
- ---------------------- and Director
JAMES P. KELLY (Chief Executive Officer)
Director
- ----------------------
ANN M. LIVERMORE
Director
- ----------------------
GARY E. MacDOUGAL
/s/ Joseph R. Moderow Senior Vice President, Secretary February 10, 1999
- ---------------------- and Director
JOSEPH R. MODEROW
(SIGNATURES CONTINUED ON PAGE 5 . . .)
-4-
<PAGE>
- ------------------------ Director
KENT C. NELSON
- ------------------------ Director
VICTOR A. PELSON
- ------------------------ Director
JOHN W. ROGERS
/s/ Charles L. Schaffer Senior Vice President February 10, 1999
- ------------------------ and Director
CHARLES L. SCHAFFER (Chief Operating Officer)
/s/ Lea N. Soupata Senior Vice President February 10, 1999
- ------------------------ and Director
LEA N. SOUPATA
- ------------------------ Director
ROBERT M. TEETER
/s/ Thomas H. Weidemeyer Senior Vice President February 10, 1999
- ------------------------ and Director
THOMAS H. WEIDEMEYER
-5-
<PAGE>
EXHIBIT INDEX
-------------
EXHIBITS INCORPORATED HEREIN BY REFERENCE
Document with which
Designation Description Exhibit Was Previously
of Exhibit of Exhibit Filed with Commission
- ----------- ----------- ----------------------
3.1 The Company's Certificate of Incorporated by reference to
Incorporation, as Amended Exhibit 4(iv) to the Company's
through May 15, 1987 Registration Statement on Form
S-8, Registration Number 19622
3.2 The Company's Bylaws, as Amended Incorporated by reference to
through February 26, 1998 Exhibit 3(ii) to the Company's
Current Report on Form 8-K
filed with the Commission on
March 4, 1998, Commission File
Number 033-11378
4.1 UPS Qualified Stock Ownership Incorporated by reference to
Plan and Trust Agreement Exhibit 4.1 to the Company's
Registration Statement on Form
S-8, filed with the Commission
on November 18, 1998,
Commission File Number 333-
67479
EXHIBITS FILED HEREWITH
23.1 Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 23.1
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 9, 1998, appearing in the Annual Report on Form 10-K of United
Parcel Service of America, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 10, 1999
