SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
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UNITED PARCEL SERVICE, INC.
(Name of Subject Company (issuer))
UNITED PARCEL SERVICE, INC.
(Name of Filing Person (offeror))
CLASS A-1 COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
911312304
(CUSIP Number of Class of Securities)
JOSEPH R. MODEROW, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
UNITED PARCEL SERVICE, INC.
55 GLENLAKE PARKWAY, NE
ATLANTA, GEORGIA 30328
(404) 828-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
JOHN F. OLSON, ESQ. JEFFREY L. SCHULTE JEFFREY SMALL, ESQ.
GIBSON, DUNN & CRUTCHER LLP MORRIS, MANNING & MARTIN L.L.P. DAVIS POLK & WARDWELL
1050 CONNECTICUT AVE., N.W. 3343 PEACHTREE ROAD, N.E., SUITE 1600 450 LEXINGTON AVE.
WASHINGTON, D.C. 20036 ATLANTA, GA 30326 NEW YORK, NEW YORK 10017
(202) 955-8500 (404) 233-7000 (212) 450-4000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$6,053,596,620.00 $1,210,719.32
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, assuming that 100,893,277 shares of class A-1 common stock are
purchased for $60.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[X] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
This issuer tender offer statement on Schedule TO relates to an offer
by United Parcel Service, Inc., a Delaware corporation, to purchase, upon the
terms and subject to the conditions contained in the offer to purchase, dated
February 4, 2000 and the accompanying letters of transmittal (which together
constitute the "offer" and are filed as Exhibit (a)(1) to this Schedule TO) up
to 100,893,277 shares of United Parcel Service, Inc.'s class A-1 common stock,
par value $0.01 per share, at a price of $60.00 per share, net to the seller in
cash.
In response to Items 1, 2, 4(a)(1), 4(b), 6, 7, 8, 9, and 11,
reference is made to the information set forth in the offer to purchase, which
is hereby incorporated by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) UPS is the filing person. The following table names each person
specified in Instruction C to Schedule TO. Each person's business address is 55
Glenlake Parkway, NE, Atlanta, Georgia 30328, and each filing person's business
telephone number is (404) 828-6000.
NAME POSITION
---- --------
John W. Alden Vice Chairman and Senior Vice President, Business Development
John Beystehner Senior Vice President, Worldwide Sales
William H. Brown, III Director
Calvin Darden Senior Vice President, U.S. Operations
John A. Duffy Senior Vice President, Corporate Strategy
Robert J. Clanin Director, Senior Vice President, Treasurer and Chief Financial Officer
Michael L. Eskew Director, Executive Vice President and Group Manager for Corporate
Development, Engineering, Information Systems, Logistics and
Strategy
James P. Kelly Chairman of the Board and Chief Executive Officer
Kenneth W. Lacy Senior Vice President, Chief Information Officer
Ann M. Livermore Director
Christopher D. Mahoney Senior Vice President, U.S. Operations
Gary E. MacDougal Director
Joseph R. Moderow Director, Senior Vice President, Secretary and
Legal and Public Affairs Group Manager
Kent C. Nelson Director
Victor A. Pelson Director
Joseph M. Pyne Senior Vice President, Marketing
John W. Rogers Director
Charles L. Schaffer Director, Senior Vice President and Chief Operating Officer
Lea N. Soupata Director, Senior Vice President and Human Resources Group Manager
Robert M. Teeter Director
Thomas H. Weidemeyer Director, Senior Vice President and Transportation Group Manager
ITEM 4. TERMS OF THE TRANSACTION.
(a) (2)Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) None.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1) -- Offer to Purchase, dated February 4, 2000, and Forms of
Letters of Transmittal and instructions.
(a)(2) -- Letter to Shareowners from James P. Kelly, Chairman of
the Board and Chief Executive Officer of UPS, dated
February 4, 2000.
(a)(5)(i) -- Press release issued by UPS on February 4, 2000.
(a)(5)(ii) -- Summary Advertisement published in the
Wall Street Journal on February 4, 2000.
(b) -- None.
(d) -- None.
(g)(i) -- UPS Internal Communication Materials.
(g)(ii) -- Presentation Materials.
(h) -- None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNITED PARCEL SERVICE, INC.
By: /s/ Joseph R. Moderow
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Joseph R. Moderow
Senior Vice President and
Secretary
Dated: February 4, 2000