SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No._____)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ ] Definitive Information Statement
General Parcel Service, Inc.
- -------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and O-11
1.) Title of each class of securities to which transaction
applies:___________________________________________________
2.) Aggregate number of securities to which transaction applies:
___________________________________________________________
3.) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing is calculated and state how it was
determined):_______________________________________________
4.) Proposed maximum aggregate value of transaction:
___________________________________________________________
5.) Total fee paid:____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11 (a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1.) Amount Previously Paid:____________________________________
2.) Form, Schedule or Registration Statement No.:______________
3.) Filing Party:______________________________________________
4.) Date Filed:________________________________________________
<PAGE>
GENERAL PARCEL SERVICE, INC.
8923 Western Way
P. O. Box 41204
Jacksonville, Florida 32203-1204
INFORMATION STATEMENT
----------------------
This Information Statement is furnished by the Board of
Directors of General Parcel Service, Inc., a Florida corporation
("GPS"), to inform the Shareholders that the Articles of
Incorporation of GPS and the Amended and Restated Bylaws of GPS
will be amended pursuant to Minutes of Joint Action of Board of
Directors and Shareholders of GPS Taken by Written Consent in
Lieu of Meeting effective as of June 30, 1997. As a result of
the amendments, GPS' Articles of Incorporation will be amended
effective June 30, 1997 to : (i) change the name of the GPS to
"Transit Group, Inc." and (ii) increase the authorized shares of
common stock of the GPS from 10 million to 30 million. In
addition, GPS' Amended and Restated Bylaws will be amended to
change the number of shareholder votes necessary to authorize an
action by written consent from a unanimous vote to a majority
vote.
Under Florida law, any amendments to GPS' Articles of
Incorporation require the affirmative vote or consent of a
majority of the shares entitled to vote thereon. During May
1997, holders of 1,926,144 shares of common stock (or 51.25% of
the total entitled to vote on the matters set forth herein)
consented in writing without a meeting to the matters set forth
herein. As a result, the corporate action was approved by the
majority required by law and no further votes will be needed.
Shareholders are urged to read the amendments, the text of
which are attached as Attachment "A" to this Information
Statement.
This Information Statement fairly summarizes the material
features of the amendments to GPS' Articles of Incorporation and
Amended and Restated Bylaws. In addition, this Information
Statement constitutes notice to those Shareholders who did not
sign the Minutes of Joint Action. Shareholder notice is
required by Rule 14c-2 of the Securities Exchange Act of 1934,
as amended, and by Section 607.0704(3) of the Florida Business
Corporation Act (Fla. Stat. Ann. [West 1995}).
Additional information regarding GPS and the matters to be
presented to the Shareholders at its annual meeting is contained
in the enclosed Proxy Statement filed with the Securities and
Exchange Commission on May 2, 1997.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT OT SEND
US A PROXY.
There is no substantial interest, direct or indirect, by
security holdings or otherwise to the officers and directors of
GPS in connection with the amendments to GPS' Articles of
Incorporation and Amended and Restated Bylaws referred to above.
No proposals for action at the annual meeting have been
presented by the Shareholders.
<PAGE>
ATTACHMENT A
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF GENERAL PARCEL SERVICE, INC.
Pursuant to Section 607.1006 of the Florida Business
Corporation Act (Fla. Stat. Ann. [West 1995]) (the "Act"), the
undersigned, General Parcel Service, Inc., a Florida corporation
(the "Corporation"), hereby certifies that:
The following resolutions were adopted by the Board of
Directors and the Shareholders of the Corporation pursuant to
Sections 607.0821 and 607.0704 of the Act by Minutes of Joint
Action of Board of Directors and certain Shareholders of the
Corporation Taken by Written Consent in Lieu of Meeting and such
consent was sufficient for approval of these resolutions:
RESOLVED, that the Corporation's Articles of Incorporation,
as amended, be amended as follows:
1. Article I shall be amended to read as follows:
"ARTICLE I
Name
The name of this Corporation shall be:
TRANSIT GROUP, INC."
2. The first sentence of Article IV shall be deleted in
its entirety and replaced with the following:
"The authorized capital stock of the Corporation shall be
30,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of Class A Preferred Stock, no par value."
RESOLVED FURTHER, that the officers of this Corporation be
and hereby are authorized and directed to take any and all
actions as may be required to effect such amendments, including,
without limitation, the filing of a Certificate of Amendment
reflecting the above amendments with the Florida Secretary of
State.
RESOLVED FURTHER, that the Bylaws, stock ledger, and all other
corporate documents of the Corporation be amended to reflect the
name change.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to by signed in its name by its President and Chief
Executive Officer this 23rd day of May, 1997.
GENERAL PARCEL SERVICE, INC.
by: /s/ Philip A. Belyew
-------------------------
Philip A. Belyew, President and
Chief Executive Officer
