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GENERAL EXHIBIT 4(vii)
SUBSCRIPTION AGREEMENT AND PAYROLL DEDUCTION AUTHORIZATION
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 the address below if requested by the District Controller:
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of United Parcel Service of [] Management -- Managers Stock Trust
America, Inc. America, Inc. CHECK ONE: [] Hourly Union -- Employees Stock
c/o First Union National c/o Employee Shareholder [] Trust
Bank Services Non-Union/Non-Management --
P.O. Box 41784 First Union National Bank Employees Stock Trust
Philadelphia, PA PA 1204-ESS
19101-1784 123 South Broad Street
Telephone: (888) 663-8325 Philadelphia, PA
(215) 985-8569 19109-1199
Ladies and Gentlemen:
This Subscription Agreement and Payroll Deduction Authorization supersedes
and replaces any Subscription Agreement and Payroll Deduction Authorization
bearing an earlier date which I have previously executed and submitted, to the
extent it is inconsistent with the earlier form.
I. Subscription Agreement
1. The undersigned hereby wishes to withhold:
(a)__________________ dollars from my monthly, weekly or semi-monthly
paycheck (minimum allowable deductions are $10 weekly, $20 semi-monthly and
$40 monthly) and apply the deducted amount toward the quarterly purchase of
Units (as defined below);
(b)__________________ dollars from my One-Half Month paycheck payable in
December ____ and apply the deducted amount toward the purchase of Units
(not less than four Units, or an integral multiple of four Units);
(c)__________________ dollars from my Year End Unused Entitlements Payoff
("Payoff Amount") payable in December ____ and apply the deducted amount
toward the purchase of Units (not less than four Units or an integral
multiple of four Units).
Each Unit shall consist of one share of the common stock of United Parcel
Service of America, Inc. ("UPS") subscribed to from UPS and one-fourth of a
share of the common stock of Overseas Partners Ltd. ("OPL") subscribed to from
OPL ("Unit"). The purchase price of each Unit shall be the sum of (i) the
Current Price of a UPS share (as determined from the most recent UPS Shareowner
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 share as determined from OPL's most
recently published Annual Report to Shareowners or otherwise generally made
available to Shareowners). Any amounts remaining after the purchase provided for
in paragraph 1(a) is made will be carried toward the next quarterly purchase or,
in the event of a cancellation, refunded to me without interest. Any amounts
remaining after a purchase provided for in paragraphs 1(b) or 1(c) is made will
be refunded to me without interest.
INDIANA RESIDENTS ONLY: If I am a resident of Indiana, I acknowledge and
agree that the amounts authorized above to be withheld from my pay will be
applied solely to the purchase of UPS Common Stock, and that I am obligated to
pay separately for the shares of OPL Common Stock to be included in the Units to
which I subscribe, as set forth in paragraph 4(i) below.
2. Election. In the event 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):
[ ] To substitute for such unavailable UPS or OPL shares, as many available
shares as possible, equal to or less than the value of the unavailable
shares;
[ ] To fill my subscription for Units with the available shares allocable
to such Units;
[ ] To suspend my participation in the Payroll Deduction Plan until such
quarter as there are sufficient Units available to satisfy my
subscription.
I understand that if no election is made above, UPS and OPL will reject
this Subscription Agreement. Any funds deducted from my pay and not used to
purchase Units or available shares will be held by UPS, without interest, until
the earlier of: (1) investment in Units or shares, as described above, or (2) I
request in writing that such funds be returned, without interest, to me. A
request for the return of funds must be made in conformity with the time
requirements set forth in the Prospectus, and all refunds shall be 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 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 UPS and/or 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. My eligibility to purchase shall be determined as set
forth in the Prospectus;
(e) The Units to which I have subscribed will be sold to me at the Current
Prices in effect at the time this 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 my 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 inure 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;
(i) Indiana residents only: In order to subscribe to Units and to avail
myself of the payroll deduction option for shares of UPS Common Stock, I
must tender to UPS for forwarding to "First Union National Bank," as
Transfer Agent, by means of a bank cashier's or personal check or money
order, the purchase price of the shares of OPL Common Stock included in
the Units that I have subscribed to by the first day of the month in which
a Quarterly Purchase Date occurs (as set forth in the Prospectus), or by
November 15 in the case of subscriptions to be paid for out of the Payoff
Amount. If I do not make such cash payment in a timely fashion UPS and OPL
may, in their discretion, (i) reject my subscription in its entirety, in
which case I will not be entitled to purchase any securities, or (ii) if
UPS allows, fulfill my subscription for shares of UPS Common Stock alone.
I understand that I have no right to purchase only shares of UPS Common
Stock; and
(j) 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.
In connection with the foregoing, I understand that UPS and OPL may reject
this subscription, and may exercise other rights, all as set forth in the
Prospectus.
II. Payroll Deduction Authorization
The undersigned hereby authorizes UPS or the UPS subsidiary by which I am
employed to make payroll deductions in connection with my above Subscription
Agreement dated ____________________ , 199_ and to pay the amount so deducted
to First Union in its capacity as Transfer Agent for UPS and for OPL, in payment
of the purchase price of the shares thereby subscribed to.
If I have subscribed to the quarterly purchase of UPS and OPL shares
through deductions from my weekly, monthly or semi-monthly paychecks, I
understand that such deductions will continue until cancelled by me in a written
notice by executing and delivering a subsequent Subscription Agreement and
Payroll Deduction Authorization indicating a zero dollar deduction amount. If,
at any time, I elect to cancel my quarterly subscription and related deductions,
such cancellation will not be effective unless it is received by UPS prior to
the first day of the month in which such subscription is to be accepted.
If I have subscribed to the purchase of UPS and OPL shares through
deductions from my One-Half Month paycheck or Payoff Amounts, I understand that
the deduction will be made only in 199_ and must be renewed by me in each
subsequent year. I further understand that if I elect to cancel such
subscription and deductions such cancellation will not be effective unless it is
received by UPS before November 15.
I understand that once a sale of any securities has been effected by UPS or
OPL, this authorization of deductions from my paychecks shall be irrevocable
with respect to any deductions which relate to the payment of the purchase price
of any securities the sale of which has been completed.
NOTE: All items below except the signature of the eligible employee and witness
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
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Employee Social Security No. ------------------------------------------------------------
(District or Location of eligible employee)
( ) ------------------------------------------------------------
- ------------------------------------------------------------ (Full Name of eligible employee)
Daytime telephone number
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Date (Home Address of eligible employee)
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1/97 Witness (Signature of person other than subscriber) City State Zip Code
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(Signature of eligible employee)