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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
REGISTRATION NO. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED PARCEL SERVICE OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-1732075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 GLENLAKE PARKWAY, N.E., ATLANTA, GEORGIA 30328
(Address of principal executive offices) (Zip Code)
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UPS MANAGERS INCENTIVE PLAN
(Full title of plan)
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JEFFREY L. SCHULTE, ESQUIRE
SCHNADER HARRISON SEGAL & LEWIS
SUITE 2800
ONE PEACHTREE CENTER
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-3252
(Name and address of agent for service)
404-215-8107
(Telephone number, including area code, of agent for service)
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COPIES TO:
CATHERINE B. HARRISON, ESQUIRE
55 GLENLAKE PARKWAY, N.E., ATLANTA, GEORGIA 30328
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE* REGISTRATION FEE
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Common Stock, par value $.10
per share................... 6,900,000 $29.25 $201,825,000 $61,159.09
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* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based upon the current price per share of UPS
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
(a) The annual report of United Parcel Service of America, Inc.
("UPS") on Form 10-K for the year ended December 31, 1995.
(b) The quarterly reports of UPS on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996, and all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
by UPS since the end of the year covered by its annual report referred to
in (a) above.
(c) The Description of Securities contained in Item 14 of the Form 10
dated April 1970, as updated by the Item 5 of the Form 10-K for the year
ended December 31, 1995.
In addition, any and all documents filed by UPS pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
and prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William H. Brown, III, a director of UPS, is a partner of Schnader
Harrison Segal & Lewis. As of January 1, 1997, Mr. Brown owned 24,500 shares
of Common Stock of UPS.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement 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) incurred in connection with defense or settlement of an action
and the Delaware General Corporation Law 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 Delaware General Corporation
Law also provides that the rights conferred thereby are not exclusive of any
other right which any person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, and permits a
corporation to advance expenses to or on behalf of a person entitled 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.
The Certificate of Incorporation of UPS provides 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 UPS (or is or was serving at the request of UPS as director,
officer, employee or agent of another entity), shall be indemnified and held
harmless by UPS to the fullest extent authorized by the Delaware General
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Corporation Law, 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 UPS to recover the amount of an
unpaid claim, UPS 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 UPS. The
Certificate of Incorporation further provides that an officer or director may
(thirty days after a written claim has been received by UPS) bring suit against
UPS 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 standards of conduct which make indemnification
permissible under the Delaware General Corporation Law, 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 Certificate of Incorporation also provides 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, by-laws, agreement,
vote of stockholders or disinterested directors or otherwise, and that they
include the right to be paid by UPS the expenses incurred in defending any
specified action, suit or proceeding in advance of its final disposition
provided that, if the Delaware General Corporation Law so requires, such
payment shall only be made upon delivery to UPS 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 Certificate of Incorporation or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
ITEM 8. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-6 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant 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 Section 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.
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 the 24th day of
January, 1997.
UNITED PARCEL SERVICE OF AMERICA, INC.
By: /s/ JAMES P. KELLY
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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 below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ JOHN W. ALDEN Vice Chairman of the Board, January 24, 1997
---------------------------- Senior Vice President, and
John W. Alden Director
Director January 24, 1997
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William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, January 24, 1997
---------------------------- Treasurer, Assistant
Robert J. Clanin Secretary (Chief Financial
and Accounting Officer), and
Director
Director January 24, 1997
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Carl Kaysen
/s/ JAMES P. KELLY Chairman of the Board and January 24, 1997
---------------------------- Director (Chief Executive
James P. Kelly Officer)
---------------------------- Director January 24, 1997
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, January 24, 1997
---------------------------- Secretary and Director
Joseph R. Moderow
/s/ KENT C. NELSON January 24, 1997
---------------------------- Director
Kent C. Nelson
---------------------------- Director January 24, 1997
Victor A. Pelson
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SIGNATURE TITLE DATE
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Director
------------------------------ January 24, 1997
John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President and January 24, 1997
------------------------------ Director
Charles L. Schaffer
Director
------------------------------ January 24, 1997
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President and January 24, 1997
------------------------------ Director
Calvin E. Tyler, Jr.
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EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
DESIGNATION OF
DESIGNATION OF DESCRIPTION OF DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY SUCH EXHIBIT IN
EXHIBIT EXHIBIT FILED WITH COMMISSION THAT DOCUMENT
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4(i) UPS Managers Stock Registrant's Registration Statement on Exhibit 4(b)
Trust, as amended Form S-3 (Registration Statement No.
and restated 33-54297)
4(ii) Articles of Registrant's Registration Statement on Exhibit 4(iv)
Incorporation, as Form S-8 (Registration Statement No.
Amended through May 33-19622)
15, 1987
4(iii) By-Laws, as Amended Registrant's Current Report on Form 8-K Exhibit 3(ii)
through December 19, dated December 20, 1995 (File No. 0-4714)
1995
EXHIBITS FILED HEREWITH
23 Consent of Deloitte &
Touche LLP
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