GENERAL PARCEL SERVICE, INC.
8923 WESTERN WAY, SUITE, 22
JACKSONVILLE, FLORIDA 32256
(904) 363-0089
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of General Parcel Service, Inc.
Notice is hereby given of the Annual Meeting of Shareholders of
General Parcel Service, Inc., ("GPS" or the "Company"), which
will be held at Embassy Suites Hotel, 9300 Baymeadows Road,
Jacksonville, Florida 32256, on Thursday, June 26, 1997, at
10:00 A.M. Eastern Daylight Time, for the following purposes:
1. To elect four directors of GPS to serve for the ensuing year
and until their successors are duly elected and qualified.
(Proposal 1),
2. To ratify the appointment of Price Waterhouse LLP as
independent accountants of GPS for the fiscal year ending
December 31, 1997. (Proposal 2),
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only holders of the Common Stock of record at the close of
business on May 9, 1997, ("Record Date"), will be entitled to
notice of and to vote at the Meeting or any adjournment thereof.
Regardless of whether you expect to be present in person at the
Meeting, please sign and date the accompanying proxy and return
it promptly in the enclosed postage-paid reply envelope. This
will assist us in preparing for the Meeting.
By Order of the Board of Directors,
(Signed)
Philip A. Belyew
President
May 2, 1997
Jacksonville, Florida
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING,
YOU ARE URGED TO COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
GENERAL PARCEL SERVICE, INC.
8923 WESTERN WAY, SUITE, 22
JACKSONVILLE, FLORIDA 32256
(904) 363-0089
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1997
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of General Parcel
Service, Inc. ("GPS" or the "Company") of proxies for use at its
Annual Meeting of Shareholders of GPS ("Meeting"). The meeting
will be held at Embassy Suites Hotel, 9300 Baymeadows Road,
Jacksonville, Florida 32256, on Thursday, June 26, 1997, at
10:00 A.M. Eastern Daylight Time, and any adjournment or
adjournments thereof. The Meeting is convened for the purposes
set forth herein and in the accompanying Notice of Annual
Meeting of Shareholders. This Proxy Statement and accompanying
form of proxy and GPS's 1996 Form 10-KSB were first sent or
given to shareholders on or about May 23, 1997.
Solicitation of Proxies
This proxy solicitation will be conducted principally by mail,
but may also be by telephone or in person, and the cost will be
paid by GPS. Banks, brokers, nominees and other custodians and
fiduciaries will be requested to forward proxy solicitation
material to their principals and customers where appropriate,
and GPS will reimburse such banks, brokers, nominees, custodians
and fiduciaries for their reasonable out-of-pocket expenses in
sending the proxy material to beneficial owners of the shares.
Actions to be Taken Under the Proxy
Unless instructed otherwise in the space provided in the proxy
card, all properly, executed proxies received by GPS will be
voted as follows:
(Proposal 1)
"FOR" the election of the nominees for director set forth below
under the heading "Election of Directors";
(Proposal 2)
"FOR" the ratification of the appointment of Price Waterhouse
LLP as independent accountants for 1997.
Any shareholder giving a proxy may revoke it at any time before
it is exercised by giving written notice of revocation or a duly
executed proxy bearing a later date to GPS's Secretary. In
order to be effective, such notice or later dated proxy must be
received by GPS prior to the exercise of the earlier proxy. A
shareholder may also attend the Meeting, revoke his/her proxy,
and vote in person.
The Company's management knows of no matter to be brought before
the Meeting other than those mentioned herein. If, however, any
other matters properly come before the Meeting, it is intended
that the proxies will be voted in accordance with the judgment
of the person or persons voting such proxies.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Rights
The only class of securities entitled to vote at the Meeting is
GPS's Common Stock, $.0l par value. The close of business of
May 9, 1997, has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting or at any adjournment or adjournments thereof. At
April 30, 1997, there were 3,758,671 shares of Common Stock
outstanding and entitled to be voted at the Meeting. Each share
of Common Stock is entitled to one vote at the Meeting. A
majority of the outstanding shares of Common Stock represented
at the Meeting, in person or by proxy, will constitute a quorum.
Security Ownership of Certain Beneficial Owners
The following table set forth certain information regarding the
GPS Common Stock and Preferred Stock owned as of April 30, 1997
(i) by each person who beneficially owned no less than 5% of the
shares of GPS Common Stock and Preferred Stock outstanding; (ii)
by each GPS director, (iii) by the Chief Executive Officer of
GPS; and (iv) by all GPS directors and executive officers as a
group.
<TABLE>
<CAPTION>
Amount and Nature Amount and Nature
of Beneficial Percentage of Beneficial Percentage
Name and Address of Ownership of of Class Ownership of of Class
Beneficial Owner Common Stock Owned Preferred Stock Owned
- ---------------------- ----------------- ---------- ----------------- ----------
<S> <C> <C> <C> <C> <C> <C>
T. Wayne Davis
1910 San Marco Blvd.
Jacksonville, FL 32207 1,367,346 (1) 21.2% 100,000 (2) 23.8%
ECD Trust UA 7/3/80
1910 San Marco Blvd.
Jacksonville, FL 32207 1,017,573 (3) 15.8% 320,000 (4) 76.2%
Philip A. Belyew
Suite 1960
3350 Cumberland Circle
Atlanta, GA 30339 700,000 (5) 10.9% -- --
John B. Ellis
50 Hurt Plaza
Atlanta, GA 30303 75,500 (6) 1.2% -- --
Derek E. Dewan
6440 Atlantic Boulevard
Jacksonville, FL 32211 75,000 (7) 1.2% -- --
J. Ray Gatlin
P.O. Box 403
MacClenny, FL 32063 564,813 (8) 8.8% -- --
E. Hoke Smith, Jr.
7737 Hunters Grove Road
Jacksonville, FL 32256 479,700 (9) 7.4% -- --
-------------- --------- ------------ ------------
Total of above 4,279,932 66.4% 420,000 100.0%
All officers and
directors as a group
(7 persons) 2,537,696 (10) 35.4% 100,000 23.8%
------------- -------- ----------- ------------
</TABLE>
2
<PAGE>
1) Includes 125,114 shares of Common Stock owned directly;
573,124 shares owned by the TWD Trust for ECD, of which Mr.
Davis is Trustee; 151,559 shares owned by the TWD Trust for DDL,
of which Mr. Davis is Trustee; 154,650 shares owned by the TWD
Trust for TDD, of which Mr. Davis is Trustee; 13,591 shares
owned by the TWD Trust for TWD, Jr., of which Mr. Davis is
Trustee; 11,500 shares owned by Redwing Properties, Inc. of
which Mr. Davis is President; 3,497 shares owned by Redwing
Investments, Inc., of which Mr. Davis is President; 4,312 shares
owned by Mr. Davis' wife, Mary O. Davis; an aggregate of 32,888
shares of Common Stock held by W. Davis' children, C. Rebecca
Davis, Elizabeth Davis and Katherine C. Davis; and 293,111
shares of Common Stock issuable upon the exercise of certain
warrants.
(2) Includes 923,709 shares of Common Stock owned directly and
93,864 shares of Common Stock issuable upon the exercise of
certain warrants. Eunice C. Davis is the mother of T. Wayne
Davis, Chairman of the Board.
(3) Represents 100,000 shares held directly.
(4) Represents 320,000 shares held directly.
(5) Represents 700,000 shares of Common Stock issuable upon the
exercise of stock options granted to Mr. Belyew.
(6) Represents 500 shares of Common Stock held directly and
75,000 issuable upon the exercise of stock options granted to
Mr. Ellis.
(7) Represents 75,000 shares of Common Stock issuable upon the
exercise of stock options granted to Mr. Dewan.
(8) Includes 125,224 shares of Common Stock owned directly;
60,900 shares held by Ray's Nursery, Inc., of which Mr. Gatlin
is the President and sole shareholder, 263,059 shares held
jointly between Mr. Gatlin and his wife, Gerra L. Gatlin; 37,215
shares owned by Gerra L. Gatlin IRA account; 45,414 shares owned
by J. Ray Gatlin's IRA account; and 33,000 shares of Common
Stock issuable upon the exercise of certain stock options and
warrants.
(9) Includes 81,200 shares of Common Stock held jointly with
Gayle Smith and 398,500 shares of Common Stock issuable upon the
exercise of stock options granted to Mr. Smith.
(10) Includes a total of 1,074,235 shares and 293,111 warrants
and options owned by T. Wayne Davis; 700,000 options owned by
Philip A. Belyew, 75,000 options owned by John B. Ellis, 75,000
options owned by Derek E. Dewan, 350 shares and 20,000 options
owned by Charles M. Higgins and 300,000 options owned by Wayne
N. Nellums.
3
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Nominees
A Board of four directors is to be elected at the Meeting.
Unless otherwise instructed, the proxy holders will vote the
proxies received by them for GPS's nominees named below. In the
event that any nominee of GPS is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will
be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that
any nominee will be unable or will decline to serve as a
director. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will assure the
election of as many of the nominees listed below as possible,
and in such event the specific nominees to be voted for will be
determined by the proxy holders. The term of office of each
person elected as a director will continue until the next Annual
Meeting of Shareholders or until a successor has been duly
elected and qualified.
The nominees, and certain information about them, are set forth
below:
<TABLE>
<CAPTION>
Year First
Nominee Position Elected
--------- ---------- ----------
<S> <C> <C>
Philip A. Belyew President 1997
Chief Executive Officer
Director
John B. Ellis Director 1997
Derek E. Dewan Director 1997
T. Wayne Davis Chairman of the Board 1988
of Directors
</TABLE>
Philip A. Belyew, age 49, has been the President, Chief
Executive Officer and Director of GPS since January 6, 1997.
Until November, 1996, Mr. Belyew was Chairman, President and
Chief Executive Officer of Atlanta-based United TransNet Inc.,
which was formed in December, 1995 with the merger of Courier
Dispatch Group and five other ground and air courier companies,
and which was acquired by Corporate Express in November, 1996.
Prior to 1995, Mr. Belyew served as President and Chief
Executive Officer of Courier Dispatch Group.
United TransNet, Inc., Corporate Express, Inc. and U.S. Delivery
Systems, Inc. filed a civil lawsuit against Philip A. Belyew,
the Company's President and Chief Executive Officer, in the
Superior Court of Fulton County, Georgia, on January 23, 1997.
United TransNet and the other corporate plaintiffs allege that
Mr. Belyew breached non-competition and non-solicitation
covenants with the plaintiffs, committed fraud regarding his
Termination and Settlement Agreement with United TransNet and
breached his fiduciary duties to United TransNet. A temporary
restraining order was entered on January 24 and amended on
February 5 restraining Mr. Belyew from performing certain
activities for the Company. Mr. Belyew denies any liability and
moved to dissolve the temporary restraining order. Hearings
have been held on Mr. Belyew's motion and a cross motion for an
interlocutory injunction. As of this date, the court has not
ruled on the motions. Management is unable to predict whether
an outcome unfavorable to Mr. Belyew is either probable or
remote. Mr. Belyew intends to defend this matter vigorously.
T. Wayne Davis, age 49, has been a director of GPS since
February, 1988 and Chairman of the Board of Directors since
February, 1989. He also has served as a director of Winn-Dixie
Stores, Inc., a grocery store operator, since October, 1982 and
served that company as a Vice President from December, 1971 to
June, 1987. Since July, 1987, Mr. Davis has been a
self-employed investor. He also has served on the Board of
Directors of Enstar Group, Inc. and Accustaff Incorporated.
4
John B. Ellis, age 72, has been a director of GPS since January,
1997. Mr. Ellis, currently a private investor in Atlanta,
Georgia, retired in 1986 as the Senior Vice President - Finance
and Treasurer of Genuine Parts Company, a national distributor
of automotive replacement parts. Mr. Ellis continues to serve
as director emeritus of Genuine Parts Company and serves on the
Board of Hughes Supply, Inc., Integrity Incorporated, Internet
Corporation, Interstate/Johnson-Lane, Inc., Oxford Industries,
Inc. and UAP,Inc.
Derek Dewan, Age 42, has been a member of the Board of Directors
of GPS since January, 1997. Mr. Dewan is Chairman, President
and Chief Executive Officer of Accustaff Incorporated, a
national provider of strategic staffing, consulting and
outsourcing services to businesses, professional and service
organizations, and governmental agencies. Prior to joining
Accustaff in 1994, Mr. Dewan was the managing partner with the
accounting firm of Coopers & Lybrand LLP in Jacksonville,
Florida.
The Board of Directors recommends that you vote "FOR" the
election of the nominees named above.
Board Meetings and Committees
The Board of Directors of GPS held a total of three meetings
during the fiscal year ended December 31, 1996. All directors
except for Mr. Coleman and Mr. Koegler attended each of the
Board meetings. Mr. Coleman attended one meeting. Mr. Koegler
attended two meetings.
Messrs. Belyew and Davis currently serve on the Executive
Committee. The purpose of the Executive Committee is to
exercise certain powers delegated by the Board of Directors
between regular Board Meetings. All actions of the Committee
are reviewed and ratified by the full Board of Directors.
Messrs. Dewan and Ellis currently serve on the Audit Committee
of the Board of Directors. The purpose of the Audit committee
is to review financial statements and the internal financial
reporting system and controls of the Company with GPS's
management and independent accountants, recommend resolutions
for any dispute between GPS's management and its auditors and
review other matters relating to the relationship of GPS with
its auditors.
Messrs. Davis and Dewan currently serve on the Compensation
Committee. The purpose of the Compensation Committee is to
review and approve the salaries of GPS's officers and certain
highly compensated employees for each fiscal year. The
compensation of the President and Chief Executive Officer of GPS
remains subject to approval by the full Board. Mr. Davis is an
Executive Officer of the Company.
The Audit Committee held one meeting and the Compensation
Committee and the Executive Committee did not meet during the
fiscal year ended December 31, 1996.
The Board of Directors has no nominating committee or any other
committee performing a similar function.
Director Compensation
All members of the Board of Directors of GPS who are employees
of GPS receive no additional compensation for serving on such
Board or any committees thereof in excess of their regular
salaries. In 1996, members of the Board of Directors of GPS who
are not employees of GPS received a stipend of $500 and 1,250
restricted stock options for each Board meeting attended.
5
Executive Officers
The following table sets forth the names, ages and positions
with GPS of each of the present executive officers of GPS:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH GPS
- ----------------- ------------ --------------------------
<S> <C> <C>
Philip A. Belyew 49 President, Chief Executive
Officer and Treasurer
Wayne N. Nellums 48 Vice President, Chief
Financial Officer and
Secretary
Charles M. Higgins 48 Vice President of Sales
</TABLE>
GPS's executive officers serve at the pleasure of GPS's Board of
Directors.
Charles M. Higgins, 48, has been Vice President of Sales with
GPS since June, 1988. He was Sales Manager of Burgman Supply
from June, 1980 to November, 1984, Sales Manager with Hoke Smith
Industries, Inc. from November, 1984 through November, 1986 and
Regional Sales Manager of Key Power, Inc., from November, 1986
to May, 1988.
Wayne N. Nellums, 48, has been Vice President, Chief Financial
officer of GPS since May, 1995. Prior to joining GPS, Mr.
Nellums was a Partner with KPMG Peat Marwick from July, 1979
through February, 1987. He was with The Enstar Group, Inc. and
affiliated companies from February, 1987 through December, 1992
where he held several positions including Executive Vice
President, Chief Financial Officer from June, 1989 through
April, 1991 and Executive Vice President, Chief Financial
Officer of Enstar Specialty Retail, Inc. from April, 1991
through December, 1992. From January, 1993 through July, 1994
he practiced Public Accounting in Montgomery, Alabama, and from
July, 1994 through April, 1995, Mr. Nellums was Chief Financial
Officer of Affinity Corporation.
Executive Compensation
The following table shows the summary compensation paid by GPS
to the chief executive officer.
<TABLE>
SUMMARY COMPENSATION TABLE (1994-1996)
Other Securities
Principal Annual Annual Underlying
Name Position Year Salary Bonus Compensation Options
------------------- ------------- ------ ---------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
E. Hoke Smith, Jr. (1) President and 1996 $ 124,320 $ -- $ -- --
Chief Executive 1995 124,800 -- -- 160,000
Officer 1994 124,230 -- -- --
</TABLE>
(1) Mr. Smith resigned as President, Chief Executive Officer of
GPS in December 1996 for medical reasons.
6
AGGREGATED OPTION EXERCISES IN 1996
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Shares Underlying Unexercised At Fiscal Year End ($)
-------------------------
Acquired on Value Unexercised in the Money
Name Exercise (#) Realized Options Options Exercisable Unexercisable
- ---------------------- ------------ ---------- ------------ -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
E. Hoke Smith, Jr. (1) -- -- 398,500 $ 40,000 $ 40,000 --
</TABLE>
(1) Mr. Smith resigned as President, Chief Executive Officer of
GPS in December 1996 for medical reasons.
Stock Option Plan
The following is a brief summary of GPS's stock option plan in
effect during the fiscal years ended December 31, 1994, 1995 and
1996, under which officers of GPS received benefits.
The Company's 1989 Incentive Stock Plan as amended, (the
"Plan"), under which 500,000 shares are currently reserved for
issuance was originally adopted by the Board of Directors and by
the shareholders in April, 1989, and amended in May, 1991, The
Plan provides for the granting of qualified and non-qualified
options and sale of shares to employees of and consultants to
GPS. Only employees may be granted incentive stock options. As
of April 30, 1997, under the Plan, options to purchase 280,000
shares were outstanding at a weighted average exercise price of
$3.00 per share. No options had been exercised and 220,000
shares were available for future option grant.
The Plan is administered by the Board of Directors which
determines the terms of options granted, including the exercise
price, number of shares subject to the option and the
exercisability thereof.
The exercise price of all options for Common Stock granted under
the option plan must be at least equal to the fair market value
of such shares on the date of grant or sale. The maximum term
of each incentive stock option is ten (10) years. With respect
to any participant who owns stock possessing more than ten (10%)
percent of the voting rights of GPS's outstanding capital stock,
the exercise price of any option must be at least equal to 110%
percent of fair market value on the date of grant and the term
may be no longer than five (5) years.
From April 20, 1989 through December 31, 1996, GPS granted
options to purchase an aggregate of 160,000 shares of its Common
Stock under the Option Plan to its Chief Executive Officer at an
average exercise price of $3.00.
8
Certain Transactions
During GPS's fiscal year ending December 31, 1993, the ECD Trust
purchased 73,684 shares of restricted GPS Common Stock for
$350,000. The proceeds of these sales were utilized by GPS for
general working capital purposes.
During GPS's fiscal year ending December 31, 1993, T. Wayne
Davis, Chairman of the Board, and affiliates purchased 44,210
shares of restricted GPS Common Stock for $210,000. Mr. Davis
also purchased 100,000 shares of convertible preferred stock for
$2,500,000. The proceeds of these sales were utilized by GPS
for general working capital purposes.
During GPS's fiscal year ending December 31, 1996, the ECD
Trust, an affiliate of the T. Wayne Davis, purchased 320,000
shares of convertible preferred stock for $8,000,000. The
proceeds were used to retire long term debt and for general
working capital purposes.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 2)
The Board of Directors, upon recommendation of the Audit
Committee, has selected Price Waterhouse LLP as independent
accountants for GPS for 1997. Price Waterhouse LLP has been the
independent public accountants for GPS since February 1997.
Representatives of Price Waterhouse LLP are expected to be
present at the Meeting and will have an opportunity to make a
statement if they desire to do so and will be available to
respond to appropriate questions. If the appointment of Price
Waterhouse LLP is not ratified, the Board of Directors will
reconsider its selection of auditors.
On February 17, 1997, General Parcel Service, Inc. engaged Price
Waterhouse LLP to succeed Grenadier, Collins, Mencke & Howard,
LLP as its Independent Accountants. The change in Independent
Accountants resulted from the Registrant's announced plans to
form an Atlanta based holding company and seek to acquire other
trucking companies. The auditor's reports for the last two
fiscal years did not contain adverse opinions or disclaimers of
opinion, nor were they modified as to uncertainty, audit scope,
or accounting principles. The decision to change accountants
has been approved by the Board of Directors. There were no
disagreements with Grenadier, Collins, Mencke & Howard, LLP on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
The Board of Directors recommends a vote "For" the approval of
the appointment of Price Waterhouse LLP as independent
accountants for 1997.
SHAREHOLDER PROPOSALS
A shareholder who wishes to submit a proposal for action at the
1998 Annual Meeting must send his proposal sufficiently in
advance so that it is received at GPS's principal executive
office by November 21, 1997. The shareholder should also notify
GPS in writing regarding his intention to appear personally at
the Meeting to present his proposal at the time he submits his
proposal.
OTHER MATTERS
Management of GPS is not aware of any other matter to be
presented for action at the Annual Meeting other that those
mentioned in the Notice of Annual Meeting of Shareholders and
referred to in this Proxy Statement. If any other matter comes
before the Meeting, it is the intention of the persons named in
the enclosed proxy to vote on such matters in accordance with
their judgment.
8
FORM 10-KSB
A copy of the Company's 1996 Form 10-KSB is being mailed with
this Proxy Statement to each stockholder of record. Stockholders
not receiving a copy of such Form 10-KSB may obtain one by
writing of calling Joy L. Webb, Assistant Secretary of the Company.
By Order of the Board of Directors,
(Signed)
Philip A. Belyew
President
May 2, 1997
Jacksonville, Florida
