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EXHIBIT 99
UNITED PARCEL SERVICE OF AMERICA, INC.
EMPLOYEES STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to allow the participation by certain
employees in the Company's success and increase the incentive for such
employees to make major contributions to the Company by providing them with the
opportunity to acquire equity interests in the Company in the manner
contemplated by this Plan.
2. DEFINITIONS.
As used in this Plan, the following definitions shall apply:
"BOARD" means the Board of Directors of UPS and, when appropriate, the
Executive Committee of the Board of Directors, acting for the Board.
"CURRENT PRICE" with regard to a share of UPS Common Stock at any time
means the price per share at which the Board has most recently authorized UPS
to purchase UPS Common Stock from shareowners, and with regard to a share of
Overseas Capital Stock at any time means the book value per share of Overseas
Capital Stock as determined from Overseas' most recent audited balance sheet as
reported in Overseas' most recently published Annual Report mailed to its
shareowners or otherwise generally made available to Overseas' shareowners.
"OVERSEAS" means Overseas Partners Ltd., a Bermuda corporation.
"OVERSEAS CAPITAL STOCK" means capital stock of Overseas, par value of
$0.10 per share.
"PLAN" means this UNITED PARCEL SERVICE OF AMERICA, INC. Employees
Stock Purchase Plan, as the same may be amended, modified or supplemented from
time to time.
"SUBSIDIARIES" means any corporation more than fifty percent (50%) of
whose outstanding voting securities is owned by UPS or by one or more of UPS'
other Subsidiaries.
"UNIT" means one share of UPS Common Stock and one-fourth share of
Overseas Capital Stock.
"UNIT PRICE" means the sum of the Current Price of one share of UPS
Common Stock and the Current Price of one-fourth share of Overseas Capital
Stock.
"UPS" means UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware
corporation and its Subsidiaries.
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"UPS COMMON STOCK" means Common Stock of UPS, par value $0.10 per
share.
"UPS EMPLOYEES STOCK TRUST" means a trust arrangement established by
agreements conforming to the trust agreement made as of August, 1995, and all
amendments thereto, among certain employees of UPS and First Fidelity Bank,
N.A., Newark, N.J., as Trustee ("Fidelity"), or any successor trust
arrangement. The current form of UPS Employees Stock Trust is attached as
Exhibit A hereto.
"UPS INCENTIVE PLAN" means that certain incentive plan created by the
Board for certain managers and supervisors of UPS, and any other such plans as
may be created from time to time by the Board.
"UPS STOCK OPTION PLAN" means the 1986 stock option plan and 1991
stock option plan created by the Board, and any other such plans as may be
created from time to time by the Board.
3. PLAN ADOPTION AND TERM.
A. This Plan shall become effective upon adoption by the Board
and upon the effectiveness of the applicable registration statement registering
this offering.
B. This Plan shall continue for an indefinite period until
terminated by UPS pursuant to the terms hereof.
4. ELIGIBILITY.
A. Eligibility in the Plan shall be limited to the following
employees of UPS ("eligible employees") provided that such employees have not
sold any shares of UPS Common Stock or Overseas Capital Stock during the
preceding 12 months for a reason other than the satisfaction of an immediate
and significant financial need:
(a) active full-time, non-union employees who, on the date on
which their respective subscriptions are accepted by UPS, have
been employed by UPS for at least one year; and
(b) active full-time, union employees who, on the date on which
their respective subscriptions are accepted by UPS, have been
employed by UPS for at least one year and have attained
full-time seniority under the local supplements to their
applicable collective bargaining agreements.
B. Notwithstanding the above, inactive full-time employees who
otherwise meet the eligibility requirements in Subsection A above may, from
time to time, be deemed eligible to participate in the Plan in the sole
discretion of the Board or committee of the Board.
C. For purposes of this section, the term "immediate and
significant financial need" shall mean (i) expenses for medical care previously
incurred by the employee, the employee's spouse, or any dependents of the
employee or expenses necessary for these persons to obtain medical care; (ii)
costs directly related to the purchase of a principal residence for the
employee; (iii) payment of tuition, related educational needs, and room and
board expenses for the next 12 months of post-secondary education for the
employee, or the employee's spouse,
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children, or dependents; and (iv) payments necessary to prevent the eviction of
the employee from his or her principal residence or foreclosure on the mortgage
on that residence.
D. In addition to purchasing Units individually, an employee who
is eligible to participate in the Plan may direct a trustee or custodian (an
"eligible fiduciary") of his or her self-directed individual retirement account
(within the meaning of Section 408(a) of the Internal Revenue Code) to
subscribe to Units under this Plan as long as such individual retirement
account provides that the eligible fiduciary may purchase and sell only upon
the direction of the eligible employee under such account, and the terms of the
individual retirement account provide that the UPS Common Stock and Overseas
Capital Stock held by the account will not be commingled with other property,
including a common trust fund or common investment fund within the meaning of
Section 408(a)(5) of the Internal Revenue Code which holds individual
retirement account assets or the assets of employee benefit plans exempt from
taxation under Section 401(a) of the Internal Revenue Code. Eligible
fiduciaries may subscribe to units only for individual retirement accounts of
eligible employees. Any eligible fiduciary shall provide such information as
UPS may require to establish such fiduciary's status as such, which may include
information regarding the establishment of the individual retirement account
and the eligible fiduciary's authority to act in accordance with the
instructions of the directing eligible employee.
5. LIMITATION ON NUMBER OF UNITS.
UPS Common Stock and Overseas Capital Stock held by UPS or acquired by
UPS are subject for purchase in Units under the Plan. The availability of such
Units for purchase under this Plan is subject, however, to UPS's corporate
needs for such shares, such as for distributions of shares of UPS Common Stock
and/or Overseas Capital Stock (i) to participants in the Incentive Plan; (ii)
to fulfill UPS's obligations under the Stock Option Plan; and (iii) to fulfill
subscriptions for Overseas Capital Stock, pursuant to an offering maintained by
UPS for its eligible managers and supervisors (the "Continuous Offering").
Availability of shares of UPS Common Stock and Overseas Capital Stock will be
determined by UPS in its sole discretion.
6. PURCHASE PRICE; DELIVERY OF SHARES; PAYMENT.
A. The purchase price for each Unit shall equal the Unit Price.
The Unit Price shall change from time to time to reflect changes in the Current
Price of either UPS Common Stock or Overseas Capital Stock.
B. Payment of the purchase price for Units purchased shall be
made by cash subscription. An eligible employee (either individually or through
his or her eligible fiduciary) may subscribe to the purchase of not less than a
total of 20 or more than 10,000 units annually by delivering to UPS a fully
executed subscription agreement in the form of Exhibit B hereto (the
"Subscription Agreement"), together with a check or money order payable to
"United Parcel Service of America, Inc." for the aggregate Unit Price of the
Units subscribed to. Units must be purchased in multiples of four.
C. All shares of UPS Common Stock shall be subject to the UPS
Employees Stock Trust. As a condition to the receipt of UPS Common Stock, the
subscriber shall execute and deliver to the Trustee of the UPS Employees Stock
Trust a trust deposit agreement in the form of Exhibit C hereto. UPS shall
then deposit with or deliver to the Trustee the UPS Common Stock so issued to
be held by the Trustee in trust for such subscriber's
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benefit pursuant and subject to the terms of the UPS Employees Trust Agreement.
The Overseas Shares will be deposited with Fidelity, as Custodian for each
subscriber.
7. ACCEPTANCE OF SUBSCRIPTIONS BY UPS.
A. No subscription for the purchase of Units will become binding
upon UPS until it has been accepted by UPS. UPS reserves the right, at its
sole discretion, to accept or reject any subscription in part or in its
entirety.
B. UPS's acceptance of a subscription will take place upon the
mailing to the subscriber of a notice of acceptance, confirming UPS's
acceptance of the subscription, and showing the number and Current Prices of
the UPS Common Stock and Overseas Capital Stock sold to the subscriber ("Notice
of Acceptance"). The subscriber will be advised of the acceptance of his or
her subscription by receipt from Fidelity, as Trustee under the UPS Employees
Stock Trust and as Custodian for shares of Overseas Capital Stock, indicating
the number of shares of UPS Common Stock and Overseas Capital Stock newly
allocated to his or her account. The receipt will be mailed to the subscriber
as soon as practicable after the purchase date.
C. UPS will not accept a subscription for the purchase of Units
submitted on a subscription agreement until the subscriber's check or money
order has been collected. If any check or money order submitted as payment
cannot be collected, UPS may, in its discretion, return the subscription
documents or request the subscriber to forward cash or wire funds in the amount
of his or her payment.
D. If a subscription submitted for a number of units not evenly
divisible by four results in a subscription for a fractional number of shares
of Overseas Capital Stock, UPS may, at its option, (i) reject the subscription
in full; (ii) notify the subscriber and allow him or her the opportunity to
remit the additional amount to yield a whole share; or (iii) fulfill the
subscription for the purchase of the whole number of shares of Overseas Capital
Stock included in the units and for which payment has been received, and refund
any excess monies to the subscriber. Currently, UPS intends to reject
subscriptions that are for fractional amounts.
8. NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
The process of reviewing subscriptions to determine acceptability and
the mailing of Notices of Acceptance as provided herein, may require up to 15
days after UPS receives the subscription. Eligible employees whose
subscriptions for Units are received less than 15 days prior to a change in the
Current Price of UPS Common Stock or Overseas Capital Stock may incur an
increase in the Unit Price or in the Current Price of the UPS Common Stock or
Overseas Capital Stock to which they subscribe. Subscriptions for Units
received within 15 days prior to the record date of a dividend on UPS Common
Stock or Overseas Capital Stock may not be processed in time to enable the
subscriber to receive the dividend. UPS and Overseas shall in no event be
liable for any costs or damages to such subscriber due to such changes in
price.
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9. DELAYED ACCEPTANCE OF SUBSCRIPTIONS.
A. If a delay in the ability of UPS to accept subscriptions
within the normal processing period arises due to UPS's determination, in its
sole discretion, that there are not a sufficient number of shares of UPS Common
Stock and/or Overseas Capital Stock available to satisfy all subscriptions for
Units which UPS has accepted or which it anticipates accepting in any period,
UPS will fill subscriptions for units as such subscriptions are received in
accordance with the election provided in Subsection B below.
B. Subscribers of units shall be given the opportunity to elect
on the Subscription Agreement one of the following choices to be effective in
the event that UPS makes a determination that there are not enough shares to
satisfy such subscription:
1. to allow UPS to substitute for such unavailable UPS
or Overseas shares any available shares equal to the value of the unavailable
shares and return to the subscriber any amount, without interest, of the
subscription, relating to any fractional amount of available shares that would
result from such subscription and any unavailable shares still remaining after
such substitution;
2. to allow UPS to fill his/her subscription for units
with the available shares allocable to such units and return to the subscriber
the amount, without interest, of the subscription allocable to the unavailable
shares; or
3. to require UPS to cancel his/her Subscription
Agreement and return his/her checks or money order, without interest.
If no election is made on a Subscription Agreement, UPS will
reject the Subscription Agreement as provided in Subsection C.
C. UPS reserves the right to determine the acceptability of
individual subscriptions. If a subscription is rejected by UPS or withdrawn by
the subscriber, the subscription price will be returned to the subscriber
without interest. If the subscription is delayed due to questions as to the
acceptability of an individual subscription but is ultimately accepted, the UPS
Common Stock will be delivered to Fidelity as Trustee under the UPS Employees
Stock Trust and the Overseas Capital Stock will be delivered to Fidelity as
Custodian for Overseas Capital Stock, as described herein. In no event will
interest be paid on account of such subscription payment.
10. EFFECTS OF CHANGES IN CURRENT PRICES OR DIVIDENDS ON UNACCEPTED
SUBSCRIPTIONS.
Units will be sold at the Unit Price in effect when the subscription
is accepted by UPS. Subscribers who remitted payment with their Subscription
Agreement and whose subscriptions have not been accepted by UPS at the time of
an increase in the Current Price of either UPS Common Stock or Overseas Capital
Stock will be notified of the increase, and the individual subscriber may then
choose either (i) to withdraw his or her subscription, (ii) to pay UPS the
additional amount needed to pay the higher Unit Price of the Units, or (iii) to
reduce to not less than four the number of Units subject to the subscription.
If the Current Price of UPS Common Stock or Overseas Capital Stock decreases at
any such time, UPS will give notice to subscribers of this fact and afford them
the opportunity to withdraw their subscription or, in the alternative, either
to seek a refund
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of the amounts not needed to pay the Unit Price for the subscribed Units or to
increase the number of Units which the subscriber desires to purchase.
11. REJECTION OF SUBSCRIPTIONS.
Notwithstanding any provision of this Plan to the contrary, UPS, in
its absolute discretion, may accept or reject any subscription until the
subscription has been accepted. Upon the rejection of a subscription, UPS will
refund to the subscriber, without interest, any monies paid by such subscriber
on account of his or her subscription.
12. DELIVERY OF THE UNITS FOR THE ACCOUNT OF SUBSCRIBERS UPON ACCEPTANCE.
A. As soon as practicable after UPS has accepted a subscription,
UPS will deliver (i) to the Trustee of the UPS Employees Stock Trust, for the
benefit of the subscriber, the UPS Common Stock subscribed to by the subscriber
and (ii) to the Custodian of the Overseas Capital Stock, for the benefit of the
subscriber, the Overseas Capital Stock subscribed to by the subscriber. A
receipt for the UPS Common Stock will be sent to subscribers by Fidelity as
Trustee under the UPS Employees Stock Trust, and acknowledgments for the
Overseas Capital Stock will be sent to subscribers by Fidelity as Custodian for
the Overseas Capital Stock.
B. The Overseas Capital Stock will be deposited with Fidelity as
Custodian for each subscriber. Fidelity will register the shares in its name
and will sell or otherwise dispose of the shares upon the subscriber's
instruction and in conformity with the restrictions contained in the
subscription agreements. Any cash dividends and other distributions which may
be paid on the Overseas Capital Stock will be promptly remitted by Fidelity, as
Custodian, to the subscriber. Until instructions are received by Fidelity
requesting that the certificates for Overseas Shares be delivered to a
purchaser, Fidelity will continue to hold such shares as Custodian for the
purchaser.
13. RIGHTS OF UPS TO REPURCHASE UPS COMMON STOCK AND OVERSEAS CAPITAL
STOCK SOLD PURSUANT TO THE PLANS.
A. Pursuant to UPS's Certificate of Incorporation, UPS has the
right to purchase all or a portion of the shares of UPS Common Stock which a
shareowner seeks to sell or otherwise attempts to transfer for value to a third
person at the same price and upon the same terms as the shares are proposed to
be sold to the third person. In addition, all of the UPS Common Stock shall be
subject to UPS's purchase rights and the restrictions on transferability under
the UPS Employees Stock Trust. Any transferee of UPS Common Stock shall hold
these shares subject to these rights of purchase by UPS.
B. Overseas' Bye-Laws provide UPS with the right to purchase all
or a portion of the shares of Overseas Capital Stock upon a proposed sale or
other attempted transfer for value of those shares, at a price equal to the
lesser of the defined book value of the shares proposed to be sold or the
proposed sale price. In addition, Overseas Capital Stock shall be subject to
the right to purchase Overseas Capital Stock as provided in the
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Subscription Agreement. A legend describing this right of purchase may be
placed on the certificates representing the Overseas Capital Stock. Any
transferee of Overseas Capital Stock shall hold these shares subject to this
right of purchase by UPS.
14. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in this Plan or any Unit shall confer upon any
employee any right with respect to the continuation of his or her employment by
UPS or any Subsidiary or interfere in any way with the right of UPS or any
Subsidiary at any time to terminate such employment or to increase or decrease
the compensation of the employee from the rate in existence at the time of the
grant of a Unit.
15. AMENDMENT OF THE PLAN.
A. This Plan may at any time or from time to time be modified,
amended, supplemented or terminated by the Board. UPS reserves the right, in
its sole discretion, to change any term or condition of, or terminate in its
entirety, this Plan at any time, or from time to time. The interpretation of
the terms and conditions of this Plan shall be in the sole discretion of the
Board, or any committee of the Board to which the Board has delegated such
responsibility, and any such interpretation which may be made by the Board or
any such committee from time to time is final and binding upon all offerees and
subscribers.
B. If, at any time or from time to time there shall be a change
in the nature of a share of UPS Common Stock or Overseas Capital Stock as a
result of a combination or reclassification of such shares, as a subdivision of
such shares characterized by the Board or Overseas, as the case may be, as a
stock split or stock dividend, or other similar event, then unless the Board
shall otherwise expressly determine, the number or type of shares of UPS Common
Stock or Overseas Capital Stock comprising a Unit shall automatically be
changed and adjusted to reflect such combination, reclassification, subdivision
or other event.
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