SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) - ------------------------------------------------------------------------------- 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
----------------------------------------------------- CALCULATION OF FILING FEE =============================================================================== TRANSACTION VALUATION* AMOUNT OF FILING FEE* - ------------------------------------------------------------------------------- $6,053,596,620.00 $1,210,719.32 =============================================================================== * Amount previously paid. * 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. [x] 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: $1,210,719.32 Filing Party: United Parcel Service, Inc. Form or Registration No.: Schedule TO: File No. 005-57699 Date Filed: February 4, 2000 [ ] 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. [X] This amendment no. 3 to issuer tender offer statement on Schedule TO relates to an offer by United Parcel Service, Inc., a Delaware corporation (the "Company"), 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 the Company'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. The offer expired at 12:00 midnight, New York City time, on March 3, 2000 and has not been extended. Based on the final count by First Union, the depositary for the offer, 68,312,335 shares were validly tendered and not withdrawn pursuant to the offer. This represents approximately 67.7% of the shares eligible for tender. Under the terms of the offer, the Company accepted all 68,312,335 shares for payment. On March 6, 2000 the Company issued a press release announcing expiration of the offer and final results of the offer. A copy of the press release issued by the Company on March 6, 2000 is attached hereto as Exhibit (a)(5)(v). ITEM 12. EXHIBITS. Item 12 hereby is amended and restated as follows: (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. (a)(5)(iii)-- English language translation of French language summary of Offer to Purchase for Shareowners in Quebec, Canada, dated February 22, 2000. (a)(5)(iv) -- Belgian Addendum to US Offer to Purchase, dated February 22, 2000. *(a)(5)(v) -- Press release issued by UPS on March 6, 2000. (b) -- None. (d) -- None. (g)(i) -- UPS Internal Communication Materials. (g)(ii) -- Presentation Materials. (g)(iii) -- UPS Internal Communication Materials, dated February 8, 2000. (h) -- None. * Filed herewith. 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 ------------------------------- Joseph R. Moderow Senior Vice President and Secretary Dated: March 6, 2000