SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
First International Bancorp, Inc.
--------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
--------------------------------------
(Title of class of securities)
32054Q100
------------
(CUSIP Number)
Joseph R. Moderow
Senior Vice President
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)
January 15, 2001
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
CUSIP NO. 32054Q100
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
United Parcel Service, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,392,742 (1)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 4,392,742 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,392,742 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0% (2)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
Exhibit Index on Page 8
CUSIP NO. 32054Q100
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stag Merger Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,392,742 (1)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 4,392,742 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,392,742 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0% (2)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Reflects 4,392,742 shares of the common stock, $.10 par value,
of First International Bancorp, Inc. ("Issuer") that are subject to voting
agreements among United Parcel Service, Inc., Stag Merger Company, Inc. and
certain holders of Issuer's common stock, all as more fully described in this
Statement on Schedule 13D.
(2) Based on Issuer's representation that 8,283,223 shares of the
Issuer's common stock are outstanding as of January 15, 2001 set forth in the
Agreement and Plan of Merger, dated as of January 15, 2001 by and among United
Parcel Service, Inc., First International Bancorp, Inc. and Stag Merger Company,
Inc. (the "Merger Agreement").
Page 3 of 10 Pages
Exhibit Index on Page 8
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.10 per share (the "Common Stock," an individual
share of which is a "Share"), of First International Bancorp, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 280 Trumbull Street, Hartford, Connecticut
01630.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by United Parcel Service, Inc. ("UPS"), a
Delaware corporation having its principal executive offices located at
55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404) 828-6000, and
its wholly owned subsidiary, Stag Merger Company, Inc. ("Sub"), a
Delaware corporation having its principal executive offices at the same
address and phone number. UPS, together with its subsidiaries, is the
world's largest express carrier and package delivery company, serving
more than 200 countries and territories around the globe. Certain
information with respect to the directors and executive officers of UPS
and Sub is set forth in Schedule A attached hereto, including, to the
best of UPS's and Sub's knowledge, each director's and executive
officer's business address, present principal occupation or employment,
citizenship and other information. Neither UPS, Sub nor, to the best of
their respective knowledge, any director, executive officer or
controlling person of UPS or Sub has, during the last five years, been
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which proceeding any of UPS, Sub or any director, executive officer
or controlling person of UPS or Sub was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, or finding any violation with respect
to federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 4 (which response is incorporated herein by
reference), the shares of Common Stock to which this statement on
Schedule 13D relates have not been purchased by UPS or Sub. In
connection with, and as a condition to, UPS and Sub entering into the
Merger Agreement, certain holders of the Common Stock, who also are
officers and directors of Issuer, trusts created for the benefit of
such officers, directors, and their respective families, and spouses of
such officers and directors have entered into the Voting Agreements
listed in Item 7, pursuant to which such stockholders have agreed to
vote their shares of Common Stock in favor of adoption of the Merger
Agreement and the transactions contemplated therein and, subject to
certain exceptions, not to dispose of such shares.
ITEM 4. PURPOSE OF TRANSACTION.
As stated above, each of the Voting Agreements was executed and
delivered in connection with the execution of the Merger Agreement.
Each of UPS and Sub entered into the Voting Agreements in order to help
ensure the consummation of the merger contemplated by the Merger
Agreement. UPS currently anticipates that it will acquire all of the
outstanding common stock of the Issuer as a result of the merger.
The descriptions herein of the Voting Agreements and the Merger
Agreement are qualified in their entirety by reference to such
agreements, copies of which are filed as Exhibits 99(b) through 99(j)
and 99(k) respectively, to this Schedule 13D, and which are
specifically incorporated herein by reference in their entirety.
Other than as described above, UPS has no plans or proposals which
relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D, although UPS reserves the right to develop
such plans.
Page 4 of 10 Pages
Exhibit Index on Page 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
4,392,742 Shares (representing 53.0% of the issued and outstanding
Common Stock) are subject to the Voting Agreements and, therefore, may
be deemed to be beneficially owned both by the respective stockholders
of Issuer that are parties to the Voting Agreements and UPS and Sub.
Inasmuch as the Voting Agreements are each limited to the vote of such
shares with respect to the Merger Agreement and certain related
matters, the respective stockholders of the Issuer that are parties to
the Voting Agreements and each of UPS and Sub have shared power to vote
or to direct the vote with respect to such Shares. The Voting
Agreements provide, subject to certain exceptions, that the
stockholders party thereto may not dispose of their Shares without the
consent of UPS and Sub. Such stockholders and UPS and Sub, therefore,
have shared power to dispose or direct the disposition of such shares.
Except as described herein neither UPS, Sub nor, to the best of UPS's
or Sub's knowledge, any other person referred to in Schedule A attached
hereto, beneficially owns or has acquired or disposed of any Shares
during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the Merger Agreement and the Voting Agreements, none of the
persons named in Item 2 has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any persons with respect to
any securities of the Issuer, including, but not limited to, transfers
or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
------- -----------
99(a) Joint Filing Agreement
99(b) Voting Agreement dated as of January 15, 2001 by and
among Arnold L. Chase, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(c) Voting Agreement dated as of January 15, 2001 by and
among Arnold L. Chase Family Spray Trust, United
Parcel Service, Inc., and Stag Merger Company, Inc.
99(d) Voting Agreement dated as of January 15, 2001 by and
among The Cheryl A. Chase Accumulation Trust I and
The Cheryl A. Chase Accumulation Trust II, United
Parcel Service, Inc., and Stag Merger Company, Inc.
99(e) Voting Agreement dated as of January 15, 2001 by and
among Cheryl A. Chase, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(f) Voting Agreement dated as of January 15, 2001 by and
among The Cheryl Anne Chase Family Spray Trust,
United Parcel Service, Inc., and Stag Merger Company,
Inc.
99(g) Voting Agreement dated as of January 15, 2001 by and
among Brett N. Silvers, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
Page 5 of 10 Pages
Exhibit Index on Page 8
99(h) Voting Agreement dated as of January 15, 2001 by and
among Nancy W. Silvers, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(i) Voting Agreement dated as of January 15, 2001 by and
among The Silvers Family Trust f/b/o Rebecca Anne
Silvers, United Parcel Service, Inc., and Stag Merger
Company, Inc.
99(j) Voting Agreement dated as of January 15, 2001 by and
among The Silvers Family Trust f/b/o Claudia Belle
Silvers, United Parcel Service, Inc., and Stag Merger
Company, Inc.
99(k) Agreement and Plan of Merger dated as of January 15,
2001 by and among First International Bancorp, Inc.,
United Parcel Service, Inc. and Stag Merger Company,
Inc.
Page 6 of 10 Pages
Exhibit Index on Page 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 25, 2001
United Parcel Service, Inc.
By: /s/ Joseph P. Moderow
----------------------------------
Name: Joseph P. Moderow
Title: Senior Vice President
Stag Merger Company, Inc.
By: /s/ Robert J. Bernabucci
----------------------------------
Name: Robert J. Bernabucci
Title: President
Page 7 of 10 Pages
Exhibit Index on Page 8
EXHIBIT INDEX
Exhibit Description
------- -----------
99(a) Joint Filing Agreement
99(b) Voting Agreement dated as of January 15, 2001 by and
among Arnold L. Chase, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(c) Voting Agreement dated as of January 15, 2001 by and
among Arnold L. Chase Family Spray Trust, United
Parcel Service, Inc., and Stag Merger Company, Inc.
99(d) Voting Agreement dated as of January 15, 2001 by and
among The Cheryl A. Chase Accumulation Trust I and
The Cheryl A. Chase Accumulation Trust II, United
Parcel Service, Inc., and Stag Merger Company, Inc.
99(e) Voting Agreement dated as of January 15, 2001 by and
among Cheryl A. Chase, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(f) Voting Agreement dated as of January 15, 2001 by and
among The Cheryl Anne Chase Family Spray Trust,
United Parcel Service, Inc., and Stag Merger Company,
Inc.
99(g) Voting Agreement dated as of January 15, 2001 by and
among Brett N. Silvers, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(h) Voting Agreement dated as of January 15, 2001 by and
among Nancy W. Silvers, United Parcel Service, Inc.,
and Stag Merger Company, Inc.
99(i) Voting Agreement dated as of January 15, 2001 by and
among The Silvers Family Trust f/b/o Rebecca Anne
Silvers, United Parcel Service, Inc., and Stag Merger
Company, Inc.
99(j) Voting Agreement dated as of January 15, 2001 by and
among The Silvers Family Trust f/b/o Claudia Belle
Silvers, United Parcel Service, Inc., and Stag Merger
Company, Inc.
99(k) Agreement and Plan of Merger dated as of January 15,
2001 by and among First International Bancorp, Inc.,
United Parcel Service, Inc. and Stag Merger Company,
Inc.
Page 8 of 10 Pages
Exhibit Index on Page 8
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED PARCEL SERVICE, INC.
Set forth below is the name, business address and present occupation or
employment of each director and executive officer of United Parcel Service, Inc.
Each such person is a citizen of the United States. The business address of each
executive such person is c/o United Parcel Service, Inc., 55 Glenlake Parkway,
N.E., Atlanta, Georgia 30328.
An asterisk next to a name indicates that such person is a director.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
John J. Beystehner Senior Vice President and Marketing
Group Manager
William H. Brown, III* Senior Counsel to the law firm of Schnader
Harrison Segal & Lewis LLP in
Philadelphia, Pennsylvania
Calvin Darden Senior Vice President and U.S. Operations
Manager
D. Scott Davis UPS Senior Vice President, Treasurer and
Chief Financial Officer
John A. Duffy Senior Vice President and Corporate
Strategy Group Manager
Michael L. Eskew* UPS Vice Chairman and Executive Vice
President
James P. Kelly* UPS Chairman of the Board and Chief
Executive Officer
Kenneth W. Lacy Senior Vice President and Chief
Information Officer
Ann M. Livermore* Vice President of Hewlett-Packard Company
Gary E. MacDougal* Former Chairman of the Board and Chief
Executive Officer of Mark Controls
Corporation
Christopher D. Mahoney Senior Vice President, Transportation
Group Manager and Labor Relations Manager
Joseph R. Moderow* UPS Senior Vice President, Secretary and
Legal and Public Affairs Group Manager
Kent C. ("Oz") Nelson* Former UPS Chairman of the Board and Chief
Executive Officer
Victor A. Pelson* Senior Advisor, Warburg Dillon Read, LLC
Joseph M. Pyne Senior Vice President and
Corporate Development Group Manager
Page 9 of 10 Pages
Exhibit Index on Page 8
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Lea N. Soupata* UPS Senior Vice President and Human
Resources Group Manager
Robert M. Teeter* President of Coldwater Corporation
Ronald G. Wallace Senior Vice President and President --
International Operations
Thomas H. Weidemeyer* UPS Senior Vice President and Chief
Operating Officer
DIRECTORS AND EXECUTIVE OFFICERS OF STAG MERGER COMPANY, INC.
Set forth below is the name, business address and present occupation or
employment of each director and executive officer of Stag Merger Company, Inc.
Each such person is a citizen of the United States. The business address of each
such person is c/o United Parcel Service, Inc., 55 Glenlake Parkway, N.E.,
Atlanta, Georgia 30328.
An asterisk next to a name indicates that such person is a director.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Robert J. Bernabucci President and CEO - UPS Capital Corporation
Michael G. Bryant Senior Vice President and Treasurer - UPS Capital Corporation
Phillip W. Chritton Senior Vice President and Secretary - UPS Capital Corporation
D. Scott Davis* Senior Vice President, Treasurer and Chief
Financial Officer - UPS
Michael L. Eskew* Vice Chairman and Executive Vice President
- UPS
Joseph R. Moderow* Senior Vice President, Secretary and Legal
and Public Affairs Group Manager - UPS
Joseph M. Pyne* Senior Vice President and
Corporate Development Group Manager - UPS
Michael Tobin Senior Vice President - UPS Capital Corporation
Page 10 of 10 Pages
Exhibit Index on Page 8