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Filed by United Parcel Service, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: First International Bancorp, Inc.
Commission File No.: 0-22861
On January 22, 2001, United Parcel Service posted, on a website accessible only
to employees of First International Bancorp and UPS Capital Corp, the following
transcript of a conference held on January 16, 2001 for employees of First
International Bancorp.
UPS CAPITAL
MODERATOR: IRENE MOORE
JANUARY 16, 2000
7:45 A.M. CT
Operator: Good day and welcome to the UPS Capital conference call. Today's
call is being recorded. We will be joining the live conference shortly.
Until then you will be placed on hold with music. Once again we join
the live conference shortly. Your lines will be placed in listen-only
modes through out the duration of the call. Thank you.
Actually, we'll be going live momentarily.
Brett Silvers: Our search many months ago to identify companies that would
complement the supply chain financing programs offered by UPS Capital
Subsidiary. After an exhaustive
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search UPS management agreed that teaming up with First International
Bank would be the ideal choice. UPS is a company with a strong
corporate culture and a clear mission. Over the past few months I have
had an opportunity to see first hand how UPS values their employees and
provides them with substantial opportunities for personal and
professional development.
Most importantly I wish to congratulate all of you, First
International's first rate employees, for the excellent work you have
done to make First International Bank the world's leading U.S.
government guaranteed lender.
Together, we have achieved remarkable success in our markets.
Achievements which lead us to this day and to the opportunity we now
have to team up with a corporate parent that offers the capital and
human resources needed to continue our remarkable record of growth and
success.
I would now like to take this opportunity to introduce you to the CEO
of UPS Capital, who has come from Atlanta, Georgia today to meet with
us. I am proud to introduce to you to Mr. Bob Bernabucci.
Bob Bernabucci: Thank you very much Brett. There's a saying that goes something
like this, you can never go home again. Well I think I proved that
wrong. I am home again. I'm originally from Hartford. I grew up about
five miles down the road from here, and I just
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want to say that it's great to be back particularly under these
circumstances. I just wished for a little warmer weather, but you can't
have everything.
I'd like to thank all of you for joining Brett and myself as we make
this momentous announcement. This is a very big day in the life of UPS
Capital as it is no doubt a very big day in the life of the employees
of First International.
I think before I get started I'd just like to take a minute and
introduce a couple of the folks who accompanied me today, first and
foremost is Amy Whitley who's the Senior Vice President for Human
Resources. Followed over there by that little guy Ed Forsberg, who's
the Senior Vice President for our Sales and Marketing efforts.
Followed by our integration team, and in no particular order Marshall
Christman, who has also had numerous responsibilities at UPS Capital
for sales and marketing. Carol Preus, who's responsible for the Human
Resource Integration issues. And last but not least somebody I go back
with a long way and that's Bill Jurena, who I basically make
responsible for everything. We'd like to say that we're very pleased to
be here. And I'm sure you'll get to know all of these folks in quite
some measure of detail as things go on.
I'd also like to take a minute to welcome all of the folks in Atlanta
who are watching this. And people who called in via conference call
from literally all over the world.
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As Brett said earlier, and I'd like to echo it, this is truly an
exciting time for us. We've done an awful lot of looking and we're very
pleased to be here today and very pleased to be speaking with you.
Some of you might ask why UPS, United Parcel Service, is interested not
in financial services but interested in a bank per se. And I think to
properly explain that it might behoove us to take a minute or two and
just talk about how all of this came about.
I think that everybody here understands that UPS has been committed a
long time to the movement of goods. And in the past 10-15 years we have
coupled that capability with literally billions of dollars, tens of
billions of dollars spent on information technology.
And that really takes us to the third piece of the puzzle as we began
to understand it, and that is the flow of funds, which not only
accompanied the movement of goods, but also accompanied the movement of
information. UPS is clearly a world leader as it relates to the
movement of goods. I think this year we handled approximately 13 1/2
million pieces.
We also had a Internet site - or have an Internet site, rather, that
literally takes millions of hits every day from people requiring
information regarding the movement of those goods. And UPS Capital
obviously is that group which is responsible to capture the
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flows that accompany that. If you think of it in economic terms and
look at what UPS has done historically it equates to roughly five
percent of the gross domestic product.
And our objective is to bundle what we do with the information and the
movement of goods to provide a seamless solution to enable global
commerce. That's what the parent is all about, and that's what we're
all about.
I think Brett made the comment earlier that we've looked hard. I think
the original line which was we searched all four-corners of the globe.
And there were certainly people on our M&A team, who felt like they had
been to all four-corners of the globe looking for a partner.
We are very proud to be associated with First International because you
met some very stringent criteria, that quite frankly, we were unable to
match up in any other partner we looked at: regardless of their size,
regardless of their reputation, regardless of the amount of time that
they had been in business.
Your expertise in the area of SBA lending, USDA lending, Export/Import,
your credit culture, the attitude of your folks, the professionalism
and the demeanor of your management people--I think we've put to a test
over the last several months in terms of getting this thing done. They
all speak to a first rate organization, really beyond compare.
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By combining what we have and what you have, we think we can make a
very powerful statement in the marketplace. And we're very excited
about this opportunity. So that kind of brings us to where we are
today. And I'm sure that you're going to have a lot of questions, we've
had a lot of questions. The management team certainly has had a lot of
questions. And we're going to do our best to answer them over the next
several days. And as a continuing process thereafter.
One of the things that we value most together - our people as well as
our customers-- obviously those are the two highest priorities for us.
And we're very pleased to think that we could find no finer group than
whom I'm speaking to here today.
So having shared that commitment and understanding going forward we
certainly believe that one and one can make three. You'll be hearing
from Leona Rapelye and Amy Whitley. They're going to talk a lot about
the human side to this. It's not just about dollars and cents. It
certainly effects a lot of people. We're very sensitive to that. And we
look to answer your questions as thoroughly and as professionally as we
can.
And certainly, by all means ask me anything you wish. I have a
reputation for answering them, not always correctly but I do my best.
And at any rate we're here to answer whatever questions you have and
allow for this process to proceed as smoothly as possible. And with
that I'd like to hand it back over to Brett.
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Brett Silvers: Thanks, Bob. And welcome home. I'd like to take a minute to
introduce the members of First International Bank operating committee.
Leslie Galbraith, our President, as well as our team of Executive Vice
Presidents: Shaun Williams, Chief Financial Officer; Rich Bradshaw,
Chief Administrative Officer; Dave Etter, Chief Credit Officer; Paul
Falvey, Commercial Banking East Division; Frank LaMonaca, Commercial
Banking Central Division; Keith Kelly, Commercial Banking West
Division; and Jim Fortsch, International Banking.
I cannot emphasize enough how pleased you will be with the way First
International's products and services and UPS Capital products and
services complement each other. By joining together with UPS we have
created a unique and comprehensive combination of services. Our clients
and prospects will enjoy access to three powerful business solutions
including structured commercial and trade financing from First
International Bank, supply chain financing from UPS Capital, and the
logistics and shipping expertise of UPS.
In our corporate cultures too we share characteristics that make our
organizations remarkably compatible. A rigorous commitment to providing
high quality service to our customers. The belief that our customers
and our employees are our most important aspect in delivering financial
services to the marketplace. The simple philosophy that customers, not
transactions, drive our business.
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Looking ahead, we expect the transaction to close during the summer of
this year. No staff reductions are planned and we look forward to
keeping our operations in Hartford. The value of this merger is in
leveraging synergies, not looking for ways to reduce cost. Throughout
the integration period we will routinely communicate with you about the
merger process. Later today you will receive information on how to
access a special employee information site on the Internet. The site
will have data on the acquisition so you know what to expect and how to
find answers to the questions we anticipate you will have.
To give you some initial human resources information, I will now turn
the meeting over to Leona Rapelye who everybody in Hartford knows as
our Senior Vice President in charge of Human Resources.
Before I do that I want to offer each of you my most sincere thanks. It
is your hard work and contributions that have lead us to a tremendous
opportunity. Leona.
Leona Rapelye: Thank you, Brett. Good morning everyone. Bob and Brett have
described the business reasons for combining First International Bank
and UPS Capital. While those are important your biggest question right
now is probably how does this effect me. We've worked diligently so far
to answer that basic question as best we can and the answer is a
positive one.
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By combining these two companies we believe that it will mean increased
opportunities and resources for both companies. I've had the pleasure
of working with a very talented team of professionals at UPS Capital in
order to coordinate certain aspects of this week's event. And you
should all feel very comforted to know that every one at UPS Capital
has remained committed to completing this transition with as little
disruption to our employees as possible.
At this point I'd like to introduce Amy Whitley, who is the Senior Vice
President of Human Resources at UPS Capital. Amy will describe some of
the changes that you can expect.
Amy Whitley: Thank you, Leona. I'm very pleased to be here today to be part
of the announcement of the joining of our two organizations. From my
perspective, I think we are poised to move into a very exciting future.
As Leona said, I want to give you some more details about how the side
of the people partnership is going to work. Joining together will mean
changes for all of us in both organizations.
While it's true while UPS is a very large organization, UPS Capital is
a fairly new organization and we very much consider ourselves a start
up. Joining with First International means UPS Capital will more than
double in size and enter whole new
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businesses. So all of us are trying to understand what this means for
our jobs and our opportunities and our personal situations.
My purpose today is to tell you what we know so far, which is that
joining our two companies together is a win-win proposition. As Bob and
Brett have outlined that's why we have chosen "Delivering Capital
Solutions Together" as a theme for this transition. While that theme
applies to the integration of our two businesses, it also applies to
the creation of our new joint culture. The people side of this
partnership is about delivering solutions that we have developed
together to reflect the best thinking of both organizations.
I think we share basic values as well. We have a couple of things going
for us that should make joining our two organizations easier than other
corporate mergers.
First, as others have already noted, we really are adding together the
expertise and skills of our two great organizations. Growth, not cost
cutting, is the driving motivation of this partnership.
Second, our two organizations share the same basic values. What do I
mean by that? Both of our organizations value our people first and
foremost. I've met with Leona, Rich Bradshaw, and others and it's clear
that they share the same concerns for the people in this room, as well
as in Atlanta, that we at UPS Capital do.
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That's very comforting to me both as an HR professional and as an
employee. It will also make integrating our people policies easier,
since both organizations have a history of trying to do the right thing
for employees. Working together I believe we can create a new culture,
learning from the best that each of us has to offer.
When First International employees get to know UPS Capital I think
you'll recognize many similarities between our two organizations. Am I
saying that there won't be any differences, absolutely not. We're still
evaluating those differences in our compensation and benefit programs
and in our workplace programs and policies. Our goal is to determine
how to join our two organizations and minimize those differences.
Here's what I know so far, for the next few minutes most of what I'm
going to say is directed to the First International audience, here in
Hartford and on the telephone.
Regarding job security, as I mentioned before the two organizations
complement each other and do not generally have overlapping functional
areas. Therefore, no lay offs are contemplated. Our plan is for First
International to remain headquartered in Hartford, together with
lending and operational staff, and for its representative offices to
maintain their current locations.
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Regarding compensation, after the closing we are going to leave the
First International Salary program and ranges in place for the rest of
2001. We will also leave the First International bonus and TIP programs
in place for the rest of 2001.
However, because we measure things differently at UPS Capital there
will be new targets and measures in the TIP programs. We're working
through the transition from one set of measures to another. And will
share more definitive information about the transition as soon as we
have it.
Regarding benefits, there will be no lapses in your benefits coverage.
First International employees will join the UPS Capital benefits
program as soon as possible after the closing. When you join the UPS
Capital flexible benefits program there are going to be some
differences. Let me tell you about some of the things that will be of
interest to many of you, starting with medical benefits.
UPS relies on a managed care medical option, such as HMOs and
point-of-service plans. We're in the process of comparing the networks
in the First International Medical Plans to the networks used by UPS to
identify how much overlap exists. And we're hoping there will be a
significant overlap, so that many employees may continue using their
current doctors.
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I know many of you have very specific questions as it relates to the
medical plan and how it impacts you. Again, I want to reassure you that
there will be no lapses in the medical coverage during this transition.
If you or a dependent is under going a current course of treatment that
will continue throughout this transition period, we will work with you
and your doctors to develop a transition plan that makes sense.
For example, if you're expecting the birth of a baby, and the benefit
change will occur during your third trimester, we will work with you,
and I have reason to believe that you will be able to stay with your
current physician for that birth.
Next 401k savings and the retirement plan, UPS matches 100 percent of
the first three percent of the base pay you save. And while that's
different from First International's 100 percent match on six percent
of base pay, there are a couple of features in the UPS retirement plan
I think you will find attractive.
First, any employee who has six or more months of service will
automatically be 100 percent vested in all matching contributions. This
includes both future UPS contributions and current First International
contributions, so that you won't have to wait five years to earn
ownership of matching contributions.
Second, beginning immediately after the closing your retirement program
will also include a pension plan, fully paid by UPS, something that's
more rare these days. We
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will be providing more information to you later about how you become
eligible for and earn a benefit under that pension plan.
Next regarding holiday's and vacations. We will use the UPS Capital
holiday schedule, which has been recently enhanced to provide 10 paid
holidays. UPS and First International currently administer vacation and
time off policies a little differently. However, I want to assure you
that you will not lose any vacation as a result of going into the UPS
Capital program.
Finally let's talk about the nature of your job and workplace policies.
There are several things to say here. First, we know it's going to take
at least a couple of months to get the various regulatory approvals in
place before the joining of our companies can become officially legal.
Even after that it's gong to take some time to integrate our two
organizations operationally. So for the foreseeable future I urge all
of us to stay focused on our current jobs and business opportunities.
And as I said earlier, because we are combining two growing companies,
we want to learn the best that each has to offer. Remember, UPS Capital
is a start up so many of our policies and programs are currently being
revised to reflect the practices of the financial service industry as
opposed to those of the transportation industry. Consequently we hope
to be able to leverage your experience in learning so that together we
can be more than either of us could achieve alone.
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That's why the theme "Delivering Capital Solutions Together" is
appropriate both as a business theme and as a people theme for this
transition period.
That's about all I can tell you specifically right now from the people
side of this process. We are planning to communicate to you regularly
as we know more through a special website. And we're going to plan to
get you that address out sometime later today.
In addition, the website will describe how you can call or e-mail
questions into the integration team. When questions are received we'll
do our best to get back to you as soon as possible.
And that brings me to the integration team. Bob introduced some of the
team members earlier in the program. You should know that UPS Capital
and First International members of the integration team will work
closely together throughout this process. You can also take comfort in
the fact that the HR team led by myself, Leona, and Carol Preus will be
working side-by-side throughout this transition. We all share the same
goal. We want to smoothly integrate these two organizations. And I hope
you'll get to know the integration team members as well and share
questions and comments with them as we go forward.
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Let me turn the program back over to Leona. She's got some final points
that we all need to remember going forward. Thank you.
Leona Rapelye: Thank you Amy. Despite the coming changes that Amy has described
I think you'll find so very much will remain the same. I hope you'll
also keep in mind the following points. First, the value of this
partnership comes from joining the people, so we are committed to
making this smooth, hassle free and energizing.
Second, we'll tell you what we know as soon as we know it. If you asked
us a question and we don't know the answer yet, we'll simply tell you
that we don't know, but we'll try to give you a time frame for when we
will have an answer. And of course we'll share those answers with
everyone.
So I urge you to use the website, as soon as it's available, and begin
utilizing the communication tools that have been established for you.
In addition, First International Bank division executives will be
meeting with business managers later this afternoon to address any
immediate issues you may have.
Tomorrow and Thursday we will hold question-and-answer sessions in
order to respond to your questions. Representatives from UPS Capital
and First International Bank will be on hand to address your concerns.
There's a schedule for these sessions contained in the packet of
materials that you'll receive as you leave the presentation this
morning. You'll
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also receive a packet of materials from UPS Capital and together these
packets will help to clarify some of the details of this announcement.
Finally, I urge you to remember that this is an exciting opportunity
for all of us. We're joining two organizations that can truly "Deliver
Capital Solutions Together."
At this point, I'll turn the microphone over to Brett.
Brett Silvers: Thank you. I'd like to invite all of you to join Bob Bernabucci
and me, the members of the operating committee, and UPS Capital
representatives for a reception in the adjoining room. Please don't
hesitate to bring us your questions. We will be glad to discuss the
announcement with you and provide further information. The meeting is
now adjourned. Thank you.
Operator: That does conclude today's teleconference. Thank you for your
participation. You may now disconnect.
END
Forward-looking statements include statements regarding the intent,
belief or current expectations of UPS and its management regarding the company's
strategic directions, prospects and future results, as well as statements
relating to regulatory approvals required in connection with the proposed
transaction, the prospects and financial condition of the combined operations of
UPS and First International Bancorp, the ability of the parties to successfully
consummate the transaction and integrate the operations of the combined
enterprises and other statements relating
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to future events and financial performance. Such forward-looking statements
involve certain risks and uncertainties. Important factors may cause actual
results to differ materially from those contained in forward-looking statements.
These include the failure of the proposed transaction to be completed for any
reason, the competitive environment in which UPS operates, economic and other
conditions in the markets in which UPS operates, strikes, work stoppages and
slowdowns, governmental regulation, increases in aviation and motor fuel prices,
cyclical and seasonal fluctuations in operating results and other risks
discussed in filings that UPS has made with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, which discussions are incorporated herein by reference.
Many important factors could also cause actual results to differ
materially from those in the forward-looking statements made by or about First
International. Such factors include, but are not limited to, changes
(legislative, regulatory and otherwise) in the banking and commercial finance
industries and those specifically relating to the continuation in their present
form of the government guaranteed loan programs utilized by First International;
the ability of First International to continue its recent growth in an
increasingly competitive market for loan originations; disruption in the capital
markets which may delay or prevent First International from receiving funding
under warehouse lines of credit or completing loan sales and securitizations;
and other risks identified in First International's Securities and Exchange
Commission filings.
UPS and First International Bancorp, Inc. will be filing a proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission. These documents will contain
important information, and we urge investors to read them. Investors will be
able to obtain the documents free of charge at the SEC's website. www.sec.gov.
Please read the proxy statement/prospectus carefully before making a decision
concerning the merger.