EXHIBIT 4 (U)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
To subscribe to Units, complete, sign, date and forward an original of this
Subscription Agreement with the enclosures set forth below first to the District
Controller (for the district in which you are employed) to verify eligibility,
and then to address below if requested by the District Controller
FOR U.S. MAIL FOR NEXT DAY AIR:
United Parcel Service of America, Inc. United Parcel Service of America, Inc. [_] Management- Managers Stock Trust
c/o First Union National Bank c/o Employee Shareholder Services CHECK ONE [_] Hourly Union- Employees Stock
P.O Box 41784 First Union National Bank Trust
Philadelphia, PA 19101-1784 PA 1204-ESS [_] Non-Union/Non-Management-
Telephone: (888) 663-8325 123 South Broad Street Employees Stock Trust
(215) 985-8569 Philadelphia, Pa 19109-1199
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to (not less than 20 Units nor
more than any limit on Units as that is imposed from time to time, together with
Units subscribed to by a trustee or custodian of my individual retirement
account) ______ Units, each consisting of 1 share of United Parcel Service of
America, Inc ("UPS") Common Stock subscribed to from UPS and 1/4 share of
Overseas Partners Ltd ("OPL") Common Stock subscribed to from OPL, except as may
be provided below. If such number of Units is not evenly divisible by four, UPS
and OPL may, at their option, (i) reject this subscription in full; (ii) notify
me and allow me to remit such additional amount as necessary to equal the
aggregate price of an integral multiple of four Units; or (iii) fulfill this
subscription for the purchase of the maximum number of Units wholly divisible by
four for which payment has been received and refund any excess monies to me.
I enclose a check or money order payable to the order of "First Union
National Bank" as Transfer Agent in the amount of $__________, which equals the
product of the number of Units subscribed to hereby multiplied by the sum of
(i) the Current Price of a UPS share (as determined from the most recent UPS
Shareowners Letter) and (ii) one-fourth of the Current Price of an OPL share
(i.e. one-fourth of the net book value of an OPL's share as determined from
OPL's most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their discretion,
that there are not enough UPS or OPL shares available to satisfy my subscription
for such shares contained in the Units, I hereby authorize UPS and OPL to do the
following:(please check one box)
[_] Substitute for such unavailable shares, to the fullest extent
possible, any available shares having a value equal to or less than
the amount I have remitted, and return the remainder (without
interest) to me.
[_] Fulfill my subscription to the fullest extent possible with available
Units and return the subscription amount intended for the Units which
are currently unavailable (without interest).
[_] Cancel my Subscription Agreement and return to me all amounts remitted
herewith, without interest.
3. Authorizations and Delivery Instructions.
(a) I hereby authorize UPS, as my agent, to deliver the UPS shares to
which I have subscribed (the "UPS Shares") to First Union National
Bank ("First Union"), as Trustee of the UPS Managers Stock Trust
(as amended and restated), or the UPS Employees Stock Trust, as
applicable (in either case, the "Stock Trust"), to enable the
Trustee to hold the UPS Shares in accordance with the Stock Trust;
and
(b) I hereby authorize OPL, as my agent, to deliver the OPL shares to
which I have subscribed (the "OPL Shares") to First Union, as
Custodian, to be held for my benefit as more fully described in
the Prospectus.
4. Further Provisions. I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by me;
(b) UPS and OPL each have the right, in their discretion, to accept
or reject my subscription;
(c) My subscription will become binding upon UPS and OPL only upon
acceptance by both UPS and OPL;
(d) My rights with respect to refund of funds held by First Union
pending delivery of shares, withdrawal or rejection of my
subscription are as set forth in the Prospectus, and will not
include interest thereon;
(e) The Units to which I have subscribed will be sold to me at the
Current Prices in effect at the time my subscription is accepted
by both UPS and OPL, which may be greater or less than the Current
Prices in effect at the date of this Subscription Agreement, and
any rights with respect to a change in the price of Units are as
set forth in the Prospectus;
(f) Upon acceptance by both UPS and OPL, this Subscription Agreement
shall be binding upon and share to the benefit of my heirs,
executors, administrators and personal representatives;
(g) I have read the Prospectus, and I am familiar with its terms;
(h) If I have not yet executed and delivered to UPS a UPS Managers
Stock Trust Deposit Agreement or UPS Employees Stock Trust Deposit
Agreement ("Deposit Agreement"). I enclose herewith a properly
executed Deposit Agreement with respect to the UPS Shares included
in this Subscription Agreement I understand that if a Deposit
Agreement is not on file on my behalf, my subscription will be
rejected by UPS, and
(i) This Subscription Agreement will be deemed to be a subscription
to UPS as to the UPS Shares and a subscription to OPL as to the
OPL Shares.
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NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
_______________________________ _______________________
ACCOUNT NUMBER (SSN) REGION DISTRICT NEW ACCOUNT (Check if Yes) [_]
______________________________ _______________________ ________________ ___________________
LAST NAME FIRST NAME MIDDLE INITIAL BIRTHDATE
______________________________________________________________ ________________ _______________________
STREET ADDRESS APT EMPLOYMENT DATE
___________________________ ______________ _______________ _____________ _______________________
CITY STATE ZIP CODE COUNTRY DAYTIME PHONE
_______________________ _____________________________________________________
DATE PRINT NAME OF PERSON VERIFYING ELIGIBILITY
_____________________________________________________ ______________________________________________________
EMPLOYEE SIGNATURE SIGNATURE OF PERSON VERIFYING ELIGIBILITY