As filed with the Securities and Exchange Commission on October 26, 1999
Registration No. 333-83347
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED PARCEL SERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 4210 58-2480149
(State of other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
Incorporation or Classification Code
organization) Number)
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
(404) 828-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Joseph R. Moderow, Esq.
Senior Vice President and Secretary
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
(404) 828-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
John F. Olson, Esq. Jeffrey Small, Esq.
Gibson, Dunn & Crutcher Jeffrey L. Schulte, Esq. Richard J. Sandler, Esq.
LLP 1050 Connecticut Morris, Manning & Martin Davis Polk & Wardwell
Avenue, N.W. Washington, LLP 3343 Peachtree Road, 450 Lexington Avenue New
DC 20036 (202) 955-8500 N.E., Suite 1600 York, NY 10017 (212)
Atlanta, GA 30326 (404) 450-4000
233-7000
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission acting pursuant to said
section 8(a), may determine.
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Explanatory Note
We are filing this Amendment No. 3 to the registration statement on Form S-1
(Registration No. 333-83347) solely for the purpose of filing an exhibit.
Accordingly, we have omitted the form of prospectus that forms a part of this
registration statement from this filing.
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale
and distribution of the securities being registered. All amounts are estimated
except the SEC registration fee and the NASD registration fee.
Item Amount
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SEC registration fee............................................. $1,405,090
NASD registration fee............................................ 30,500
NYSE listing fee................................................. 465,000
Blue Sky qualification fees and expenses......................... 5,000
Legal fees and expenses.......................................... 2,000,000
Accounting fees and expenses..................................... 500,000
Transfer agent and registrar fees................................ 60,000
Printing and engraving expenses.................................. 2,000,000
Miscellaneous expenses........................................... 34,410
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Total.......................................................... $6,500,000
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Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") generally
provides that all directors and officers (as well as other employees and
individuals) may be indemnified against expenses (including attorney's fees)
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with certain specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation--a "derivative action"), if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) actually and reasonably incurred in connection with defense
or settlement of an action and the DGCL requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Section 145 of the DGCL also provides that
the rights conferred thereby are not exclusive of any other right which any
person may be entitled to under any bylaw, agreement, vote of shareowners or
disinterested directors or otherwise, and permits a corporation to advance
expenses to or on behalf of a person to be indemnified upon receipt of an
undertaking to repay the amounts advanced if it is determined that the person
is not entitled to be indemnified.
UPS's bylaws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding by reason of the fact that he is or was a director or officer of
the Company (or is or was serving at the request of the Company as director,
officer, employee or agent of another entity), shall be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL, as in
effect (or to the extent that indemnification is broadened, as it may be
amended), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith. Except with respect to actions initiated by an officer
or director against the Company to recover the amount of an unpaid claim, the
Company is required to indemnify an officer or director in connection with an
action, suit or proceeding initiated by such person only if such action, suit
or proceeding was authorized by the board of directors of the Company. The
bylaws further provide that an officer or director may (thirty days after a
written claim has been received by the Company) bring suit against the Company
to recover an unpaid claim and, if such suit is successful, the expense of
bringing such suit. While it is a defense to such suit that the claimant has
not met the applicable
II-1
standards of conduct which make indemnification permissible under the DGCL,
neither the failure of the board of directors to have made a determination
that indemnification is proper, nor an actual determination that the claimant
has not met the applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct. The bylaws also provide that the rights conferred thereby
are contract rights, that they are not exclusive of any other rights which an
officer or director may have or hereafter acquire under any statute, any other
provision of the certificate of incorporation, bylaw, agreement, vote of
shareowners or disinterested directors or otherwise, and that they include the
right to be paid by the Company the expenses incurred in defending any
specified action, suit or proceeding in advance of its final disposition
provided that, if the DGCL so requires, such payment shall only be made upon
delivery to the Company by the officer or director of an undertaking to repay
all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under the bylaws or
otherwise.
Item 15. Recent Sales of Unregistered Securities.
None.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
Unless otherwise noted, documents filed with the Commission referred to
below were filed by United Parcel Service of America, Inc.
Exhibit No. Description
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1.1 Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of September 22, 1999,
among United Parcel Service of America, Inc., United Parcel
Service, Inc. and UPS Merger Subsidiary, Inc. (incorporated by
reference to United Parcel Service, Inc.'s registration statement
on Form S-4 (No. 333-83349), filed on July 21, 1999, as amended).
3.1 Form of Restated Certificate of Incorporation of United Parcel
Service, Inc. (incorporated by reference to United Parcel Service,
Inc.'s registration statement on Form S-4 (No. 333-83349), filed
on July 21, 1999, as amended).
3.2 Form of Bylaws of United Parcel Service, Inc. (incorporated by
reference to Exhibit 3.2 to United Parcel Service, Inc.'s
registration statement on Form S-4 (No. 333-83349), filed on
July 21, 1999, as amended).
4.1 Form of Class B Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to United Parcel Service, Inc.'s
registration statement on Form S-4 (No. 333-83349), filed on July
21, 1999).
4.2 Form of Class A Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to United Parcel Service, Inc.'s
registration statement on Form S-4 (No. 333-83349), filed on July
21, 1999, as amended).
4.3 Specimen Certificate of Capital Stock of UPS (incorporated by
reference to Exhibit 3(a) to Form 10, as filed April 29, 1970).
4.4 UPS Managers Stock Trust Agreement, as amended and restated
(incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 1 to Registration Statement on Form S-3
(No. 33-54297)).
4.5 Specimen Certificate of 8 3/8% Debentures due April 1, 2020
(incorporated by reference to Exhibit 4(c) to Registration
Statement No. 33-32481, filed December 7, 1989).
4.6 Indenture relating to 8 3/8% Debentures due April 1, 2020
(incorporated by reference to Exhibit 4(c) to Registration
Statement No. 33-32481, filed December 7, 1989).
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Exhibit No. Description
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4.7 UPS Employees Stock Trust Agreement (incorporated by reference to
Exhibit 4(iv) to Registration Statement on Form S-8 (No. 33-
62169), filed August 28, 1995).
4.8 Specimen Certificate of $166,000,000 of 3.25% Swiss Franc Notes
due October 22, 1999 (available to the Commission upon request).
4.9 Indenture relating to $166,000,000 of 3.25% Swiss Franc Notes due
October 22, 1999 (available to the Commission upon request).
4.10 Specimen Certificate of Sterling 100 million of 6.875% Notes due
2000 (available to the Commission upon request).
4.11 Indenture relating to Sterling 100 million of 6.8755% Notes due
2000 (available to the Commission upon request).
4.12 Specimen Certificate of $500,000,000 of Temporary and Permanent
Global Notes in connection with the European medium term note
program (available to the Commission upon request).
4.13 Indenture relating to the $500,000,000 European Medium term note
program (available to the Commission upon request).
4.14 Specimen Certificate of Exchange Offer Notes Due 2030
(incorporated by reference to Exhibit T-3C to Form T-3 filed
December 18, 1997).
4.15 Indenture relating to Exchange Offer Notes Due 2030 (incorporated
by reference to Exhibit T-3C to Form T-3 filed December 18,
1997).
4.16 Specimen Certificate of $200,000,000 of 6.625% Euro Notes due
April 25, 2001 (available to the Commission upon request).
4.17 Indenture relating to $200,000,000 of 6.625% Euro Notes due April
25, 2001 (available to the Commission upon request).
4.18 Specimen Certificate of $300,000,000 of 6.25% Euro Notes due July
7, 2000 (available to the Commission upon request).
4.19 Indenture relating to $300,000,000 of 6.25% Euro Notes due July
7, 2000 (available to the Commission upon request).
4.20 Specimen Certificate of $1,000,000,000 of Temporary and Permanent
Global Notes in connection with the European medium term note
program (available to the Commission upon request).
4.21 Indenture relating to the $1,000,000,000 European medium term
note program (available to the Commission upon request).
4.22 Indenture relating to $2,000,000,000 of debt securities
(incorporated by Reference to Exhibit 4.1 to Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3 (No. 333-
08369) as filed January 26, 1999).
4.23 Subscription Agreement--Cash Purchase (incorporated by reference
to Exhibit 4(u) to 1998 Annual Report on Form 10-K).
4.24 Subscription Agreement--Eligible Fiduciaries (incorporated by
reference to Exhibit 4(v) to 1998 Annual Report on Form 10-K).
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the legal
validity of the securities being registered for issuance
(previously filed).
10.1 UPS Thrift Plan, as Amended and Restated January 1, 1976,
including Amendment Nos. 1 and 2 (incorporated by reference to
Exhibit 10(a) to 1980 Annual Report on Form 10-K).
(1) Amendment No. 3 to the UPS Thrift Plan (incorporated by
reference to Exhibit 20(b) to 1980 Annual Report on Form 10-
K).
(2) Amendment No. 4 to the UPS Thrift Plan (incorporated by
reference to Exhibit 20(b) to 1981 Annual Report on Form 10-
K).
(3) Amendment No. 5 to the UPS Thrift Plan (incorporated by
reference to Exhibit 19(b) to 1983 Annual Report on Form 10-
K).
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Exhibit No. Description
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(4) Amendment No. 6 to the UPS Thrift Plan (incorporated by
reference to Exhibit 10(a)(4) to 1985 Annual Report on
Form 10-K).
(5) Amendment No. 7 to the UPS Thrift Plan (incorporated by
reference to Exhibit 10(a)(5) to 1985 Annual Report on
Form 10-K).
(6) Amendment No. 8 to the UPS Thrift Plan (incorporated by
reference to Exhibit 10(a)(6) to 1987 Annual Report on
Form 10-K).
(7) Amendment No. 9 to the UPS Thrift Plan (incorporated by
Reference to Exhibit 10(a)(7) to 1987 Annual Report on
Form 10-K).
(8) Amendment No. 10 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(8) to 1990 Annual Report
on Form 10-K).
(9) Amendment No. 11 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(9) to 1991 Annual Report
on Form 10-K).
(10) Amendment No. 12 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(10) to 1991 Annual Report
on Form 10-K).
(11) Amendment No. 13 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(11) to 1991 Annual Report
on Form 10-K).
(12) Amendment No. 14 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(12) to 1991 Annual Report
on Form 10-K).
(13) Amendment No. 15 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(13) to 1992 Annual Report
on Form 10-K).
(14) Amendment No. 16 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(14) to 1993 Annual Report
on Form 10-K).
(15) Amendment No. 17 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(15) to 1993 Annual Report
on Form 10-K).
(16) Amendment No. 18 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(16) to 1994 Annual Report
on Form 10-K).
(17) Amendment No. 19 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(17) to 1994 Annual Report
on Form 10-K).
(18) Amendment No. 20 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(18) to 1995 Annual Report
on Form 10-K).
(19) Amendment No. 21 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(19) to 1995 Annual Report
on Form 10-K).
(20) Amendment No. 22 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(20) to 1996 Annual Report
on Form 10-K).
(21) Amendment No. 23 to the UPS Thrift Plan (incorporated
by reference to Exhibit 10(a)(21) to 1996 Annual Report
on Form 10-K).
10.2 UPS Retirement Plan (including Amendments 1 through 4)
(incorporated by reference to Exhibit 9 to 1979 Annual Report
on Form 10-K).
(1) Amendment No. 5 to the UPS Retirement Plan
(incorporated by reference to Exhibit 20(a) to 1980
Annual Report on Form 10-K).
(2) Amendment No. 6 to the UPS Retirement Plan
(incorporated by reference to Exhibit 19(a) to 1983
Annual Report on Form 10-K).
(3) Amendment No. 7 to the UPS Retirement Plan
(incorporated by reference to Exhibit 10(b)(3) to 1984
Annual Report on Form 10-K).
(4) Amendment No. 8 to the UPS Retirement Plan
(incorporated by reference to Exhibit 10(b)(4) to 1985
Annual Report on Form 10-K).
(5) Amendment No. 9 to the UPS Retirement Plan
(incorporated by reference to Exhibit 10(b)(5) to 1985
Annual Report on Form 10-K).
(6) Amendment No. 10 to the UPS Retirement Plan
(incorporated by reference to Exhibit 19(a) to 1988
Annual Report on Form 10-K).
(7) Amendment No. 11 to the UPS Retirement Plan
(incorporated by reference to Exhibit 19(b) to 1988
Annual Report on Form 10-K).
II-4
Exhibit No. Description
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(8) Amendment No. 12 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(8) to 1989 Annual Report on Form
10-K).
(9) Amendment No. 13 to the UPS Retirement Plan (incorporated by
Reference to Exhibit 10(b)(9) to 1989 Annual Report on Form
10-K).
(10) Amendment No. 14 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(10) to 1990 Annual Report on Form
10-K).
(11) Amendment No. 15 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(11) to 1992 Annual Report on Form
10-K).
(12) Amendment No. 16 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(12) to 1994 Annual Report on Form
10-K).
(13) Amendment No. 17 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(13) to 1994 Annual Report on Form
10-K).
(14) Amendment No. 18 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(14) to 1995 Annual Report on Form
10-K).
(15) Amendment No. 19 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(15) to 1995 Annual Report on Form
10-K).
(16) Amendment No. 20 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(16) to 1995 Annual Report on Form
10-K).
(17) Amendment No. 21 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(17) to 1996 Annual Report on Form
10-K).
(18) Amendment No. 22 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(18) to 1997 Annual Report on Form
10-K).
(19) Amendment No. 23 to the UPS Retirement Plan (incorporated by
reference to Exhibit 10(b)(19) to 1998 Annual Report on Form
10-K).
10.3 UPS Managers Incentive Plan (as amended) (incorporated by
reference to Definitive Proxy Statement for 1992 Special Meeting
of Shareholders).
10.4 Indemnification Contracts or Arrangements (incorporated by
reference to Item 8 of Form 10, as filed April 29, 1970).
10.5 Agreement of Sale between Delaware County Industrial Development
Authority and Penallen Corporation, dated as of December 1, 1985;
Remarketing Agreement, dated as of December 1, 1985, among United
Parcel Service of America, Inc., Penallen Corporation and Salomon
Brothers Inc; Guarantee Agreement, dated as of December 1, 1985,
between United Parcel Service of America, Inc. and Irving Trust
Company; Guarantee by United Parcel Service of America, Inc. to
Delaware County Industrial Development Authority, dated as of
December 1, 1985 (incorporated by reference to Exhibit 10(m) to
1985 Annual Report on Form 10-K).
10.6 Receivables Purchase and Sale Agreement, dated as of November 24,
1987, among United Parcel Service, Inc., an Ohio corporation,
United Parcel Service, Inc., a New York corporation, United Parcel
Service of America, Inc., Cooperative Receivables Corporation and
Citicorp North America, Inc. (incorporated by reference to Exhibit
10(l) to 1987 Annual Report on Form 10-K).
10.7 Receivables Purchase and Sale Agreement, dated as of November 24,
1987, among United Parcel Service, Inc., an Ohio corporation,
United Parcel Service, Inc., a New York corporation, United Parcel
Service of America, Inc., Citibank, N.A., and Citicorp North
America, Inc. (incorporated by reference to Exhibit 10(m) to 1987
Annual Report on Form 10-K).
10.8 Membership Agreement, dated as of November 24, 1987, by and
between Cooperative Receivables Corporation and United Parcel
Service of America, Inc. (incorporated by reference to Exhibit
10(n) to 1987 Annual Report on Form 10-K).
II-5
Exhibit No. Description
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10.9 Amended and Restated Facility Lease Agreement, dated as of
November 6,1990, among Overseas Partners Leasing, Inc., United
Parcel Service General Services Co. and United Parcel Service of
America, Inc. (incorporated by reference to Exhibit 10(r) to 1990
Annual Report on Form 10-K).
10.10 Amended and Restated Aircraft Lease Agreement, dated as of
November 6, 1990, among Overseas Partners Leasing, Inc., United
Parcel Service Co. and United Parcel Service of America, Inc.
(incorporated by reference to Exhibit 10(s) to 1990 Annual Report
on Form 10-K).
10.11 Agreement of Sale, dated as of December 28, 1989, between Edison
Corporation and Overseas Partners Leasing, Inc. (incorporated by
reference to Exhibit 10(t) to 1989 Annual Report on Form 10-K).
10.12 Assignment and Assumption Agreement, dated as of December 28,
1989, between and among Edison Corporation, Overseas Partners
Leasing, Inc., McBride Enterprises, Inc. and Ramapo Ridge-McBride
Office Park (incorporated by reference to Exhibit 10(u) to 1989
Annual Report on Form 10-K).
10.13 UPS Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10(v) to 1990 Annual Report
on Form 10-K).
10.14 UPS Retirement Plan for Outside Directors (incorporated by
reference to Exhibit 10(w) to 1990 Annual Report on Form 10-K).
10.15 UPS Savings Plan, as Amended and Restated, including Amendment
Nos. 1-5 (incorporated by reference to Exhibit 10(x) to 1990
Annual Report on Form 10-K).
(1) Amendment No. 6 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(1) to 1990 Annual Report on Form
10-K).
(2) Amendment No. 7 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(2) to 1991 Annual Report on Form
10-K).
(3) Amendment No. 8 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(3) to 1992 Annual Report on Form
10-K).
(4) Amendment No. 9 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(4) to 1992 Annual Report on Form
10-K).
(5) Amendment No. 10 to the UPS Savings Plan (Incorporated by
Reference to Exhibit 10(x)(5) to 1992 Annual Report on Form
10-K).
(6) Amendment No. 11 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(6) to 1994 Annual Report on Form
10-K).
(7) Amendment No. 12 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(7) to 1994 Annual Report on Form
10-K).
(8) Amendment No. 13 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(8) to 1994 Annual Report on Form
10-K).
(9) Amendment No. 14 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(9) to 1994 Annual Report on Form
10-K).
(10) Amendment No. 15 to the UPS Savings Plan (incorporated by
reference to Exhibit 10(x)(10) to 1994 Annual Report on Form
10-K).
(11) Restatement Amendment No. 1 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(x)(11) to 1996
Annual Report on Form 10-K).
(12) Restatement Amendment No. 2 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(x)(12) to 1995
Annual Report on Form 10-K).
(13) Restatement Amendment No. 3 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(o)(13) to 1996
Annual Report on Form 10-K).
(14) Restatement Amendment No. 4 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(o)(14) to 1996
Annual Report on Form 10-K).
II-6
Exhibit No. Description
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(15) Restatement Amendment No. 5 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(o)(15) to 1996
Annual Report on Form 10-K).
(16) Restatement Amendment No. 6 to the UPS Savings Plan
(incorporated by reference to Exhibit 10(o)(16) to 1997
Annual Report on Form 10-K).
10.16 Credit Agreement (364-Day Facility) dated April 30, 1998 among
United Parcel Service of America, Inc., the initial lenders named
therein, CitiCorp Securities, Inc. as Co-Arranger and BancAmerica
Robertson as Co-Arranger and Bank of America NT & SA., as Agent,
and Citibank, N.A., as Agent (incorporated by reference to Exhibit
10(a) to Quarterly Report on Form 10-Q for the Quarter Ended March
30, 1998).
10.17 Credit Agreement (Five-Year Facility) dated April 30, 1998 among
United Parcel Service of America, Inc., the initial lenders named
therein, Citicorp Securities, Inc. as Co-Arranger and BancAmerica
Robertson as Co-Arranger and Bank of America NT & SA as Agent and
Citibank, N.A., as Agent. (incorporated by reference to Exhibit
10(b) to the Quarterly Report on Form 10-Q for the Quarter Ended
March 30, 1998).
10.18 UPS 1991 Stock Option Plan (Amended and Restated as of February 20,
1992) (incorporated by reference to Appendix A to Definitive Proxy
Statement for 1995 Annual Meeting of Shareholders).
10.19 UPS Excess Coordinating Benefit Plan to 1997 Annual Report on Form
10-K (incorporated by reference to Exhibit 10(s) to 1997 Annual
Report on Form 10-K).
10.20 UPS 1997 Employees Stock Purchase Plan (incorporated by reference
to Exhibit 99 to the Form S-8 Registration Statement No. 333-23971,
as filed on March 26, 1997).
10.21 UPS 1997 Managers Stock Purchase Plan (incorporated by reference to
Exhibit 99 to the Form S-8 Registration Statement No. 333-23971, as
filed on March 26, 1997).
(1) First Amendment to the UPS 1997 Managers Stock Purchase Plan
(incorporated by reference to Exhibit 10(u)(1) to 1998 Annual
Report on Form 10-K).
10.22 UPS 1996 Stock Option Plan, as amended and restated (incorporated
by reference to Exhibit 10(a) to Quarterly Report on Form 10-Q for
the Quarter ended September 30, 1997).
10.23 UPS Qualified Stock Ownership Plan and Trust Agreement
(incorporated by reference to Exhibit 4.1 to Registration Statement
No. 333-67479, filed November 18, 1998).
10.24 Form of United Parcel Service, Inc. Incentive Compensation Plan
(incorporated by reference to United Parcel Service, Inc.'s
registration statement on Form S-4 (No. 333-83349), filed on
July 21, 1999, as amended).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 of United Parcel Service, Inc.'s registration statement
on Form S-4 (No. 333-83349), filed July 21, 1999, as amended).
23.1 Consents of Deloitte & Touche LLP (previously filed).
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in its opinion
filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (previously filed).
(b) Financial Statement Schedules
Schedules are omitted because of the absence of conditions under which they
are required.
II-7
Item 17. Undertakings.
(1) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(3) The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(4) The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the U.S. Underwriting Agreement and
the International Underwriting Agreement certificates in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Atlanta, state of
Georgia, on October 26, 1999.
United Parcel Service, Inc.
By: /s/ James P. Kelly*
--------------------------------
James P. Kelly
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ John W. Alden* Vice Chairman of the October 26, 1999
- -------------------------------------- Board, Senior Vice
John W. Alden President and Director
/s/ William H. Brown III* Director October 26, 1999
- --------------------------------------
William H. Brown III
/s/ Robert J. Clanin* Senior Vice President, October 26, 1999
- -------------------------------------- Chief Financial Officer,
Robert J. Clanin Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ Michael L. Eskew* Executive Vice President October 26, 1999
- -------------------------------------- and Director
Michael L. Eskew
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Signature Title Date
--------- ----- ----
/s/ James P. Kelly* Chairman of the Board, October 26, 1999
- -------------------------------------- Chief Executive Officer
James P. Kelly and Director (Principal
Executive Officer)
/s/ Ann M. Livermore* Director October 26, 1999
- -------------------------------------
Ann M. Livermore
/s/ Gary E. MacDougal* Director October 26, 1999
- -------------------------------------
Gary E. MacDougal
/s/ Joseph R. Moderow Senior Vice President, October 26, 1999
- ------------------------------------- Secretary and Director
Joseph R. Moderow
/s/ Kent C. Nelson* Director October 26, 1999
- -------------------------------------
Kent C. Nelson
/s/ Victor A. Pelson* Director October 26, 1999
- -------------------------------------
Victor A. Pelson
/s/ John W. Rogers* Director October 26, 1999
- -------------------------------------
John W. Rogers
/s/ Charles L. Schaffer* Senior Vice President and October 26, 1999
- ------------------------------------- Director
Charles L. Schaffer
/s/ Lea N. Soupata* Senior Vice President and October 26, 1999
- ------------------------------------- Director
Lea N. Soupata
/s/ Robert M. Teeter* Director October 26, 1999
- -------------------------------------
Robert M. Teeter
/s/ Thomas H. Weidemeyer* Senior Vice President and October 26, 1999
- ------------------------------------- Director
Thomas H. Weidemeyer
*By: /s/ Joseph R. Moderow
--------------------------------
Joseph R. Moderow
Attorney-in-fact
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