Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3D United Parcel Service, Inc. 17 74K
2: EX-5.1 Opinion of King & Spalding LLP 2 10K
3: EX-23.1 Consent of Deloitte & Touche LLP. 1 6K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2004
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED PARCEL SERVICE, INC.
(Exact name of Registrant as Specified in Its Charter)
[Download Table]
DELAWARE 58-2480149
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
(404) 828-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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ALLEN E. HILL
UNITED PARCEL SERVICE, INC.
55 GLENLAKE PARKWAY, N.E.
ATLANTA, GEORGIA 30328
(404) 828-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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COPIES TO:
JEFFREY M. STEIN
KING & SPALDING LLP
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Class A common stock, $.01 par
value
per share............. 30,000,000 shares $72.27 $2,168,100,000 $274,698.27
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(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(c) and (i) under the Securities Act of 1933,
as amended, on the basis of the high and low sales price of the Registrant's
Class B Common Stock on January 23, 2004. The shares of Class A common stock
are convertible into shares of Class B common stock, and in this offering,
the shares will be sold on the basis of the closing price of the Class B
common stock on each date of sale.
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PROSPECTUS
(UPS LOGO)
UNITED PARCEL SERVICE, INC.
CLASS A COMMON STOCK
DIVIDEND REINVESTMENT PROGRAM
30,000,000 SHARES
CLASS A COMMON STOCK
United Parcel Service, Inc. is pleased to offer you the opportunity to
reinvest your dividends in shares of our class A common stock through the UPS
Class A Dividend Reinvestment Program, which we refer to as the Class A DRIP.
You can participate in the Class A DRIP if you are an existing holder of
shares of UPS class A common stock. The Class A DRIP is a convenient and
inexpensive way of increasing your UPS shareholdings.
CLASS A DRIP HIGHLIGHTS
AUTOMATIC DIVIDEND REINVESTMENT. If you participate in the Class A DRIP,
you can reinvest all or a portion of your dividends in additional shares
of UPS class A common stock.
FULL INVESTMENT. Full investment of your funds is possible because you
will be credited with both whole and fractional shares. Dividends will be
paid not only on whole shares but also proportionately on fractional
shares.
TRANSACTION REPORTING. You will receive a notice after each transaction
showing the details and your share balance in your Class A DRIP account.
Your participation in the Class A DRIP is entirely voluntary, and you may
terminate your participation at any time. If you do not elect to participate in
the Class A DRIP, you will continue to receive cash dividends, if and when
declared by our board of directors, in the usual manner.
Dividends will be reinvested in newly issued shares of our class A common
stock purchased from us on the dividend payment date. The per share price for
shares of class A common stock purchased will be equal to the closing price of
shares of UPS class B common stock on the New York Stock Exchange on the date of
purchase or the most recent date on which shares of UPS class B common stock
were traded.
The Class A DRIP is administered by Mellon Bank, N.A. and its affiliate
Mellon Investor Services, which we refer collectively to as MIS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January 30, 2004.
TABLE OF CONTENTS
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PAGE
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The Company................................................. 1
Terms and Conditions of the UPS Class A Dividend 1
Reinvestment Program......................................
Where You Can Find More Information......................... 6
Indemnification under the Securities Act.................... 7
Use of Proceeds............................................. 7
Legal Matters............................................... 7
Experts..................................................... 7
THE COMPANY
We are the world's largest package delivery company and a global leader
in supply chain services, offering an extensive range of options for
synchronizing the management of goods, information and funds. We were founded in
1907 as a private messenger and delivery service in the Seattle, Washington
area. Over the past 97 years, we have expanded from a small regional parcel
delivery service into a global company. We deliver packages each business day
for 1.8 million shipping customers to six million consignees. In 2002, we
delivered an average of more than 13 million pieces per day worldwide. Total
revenue in 2002 was over $31 billion.
All references to "we," "our" and "us" in this prospectus refer to United
Parcel Service, Inc. and all entities owned or controlled by us.
Our principal executive offices are located at 55 Glenlake Parkway, NE,
Atlanta, Georgia 30328, and our phone number is 404-828-6000.
TERMS AND CONDITIONS
OF THE UPS CLASS A DIVIDEND REINVESTMENT PROGRAM
1. HOW DOES THE CLASS A DRIP WORK?
The UPS Class A Dividend Reinvestment Program is available to shareowners
of UPS class A common stock and allows for the reinvestment of all or a portion
of dividends into additional shares of UPS class A common stock at no cost to
the shareowners for brokerage commissions or service fees. For shares of UPS
class A common stock for which you elect dividend reinvestment, your dividends
will be invested automatically in additional shares of UPS class A common stock
at no cost to you for brokerage commissions or service fees. Instead of sending
your regular dividend check to you, MIS will use your dividend to purchase more
shares of UPS class A common stock from us and credit these shares to your
account. The reinvestment of your dividends may be used to purchase a maximum of
10,000 shares of UPS class A common stock per calendar year.
2. WHO IS ELIGIBLE TO PARTICIPATE IN THE CLASS A DRIP?
Existing holders of UPS class A common stock can participate. Those
holders may reinvest dividends on any shares held in book entry form at MIS
(other than shares held in an individual retirement account) or for which they
hold Class A share certificates.
The Class A DRIP is a dividend reinvestment program only. You must own at
least one share of UPS class A common stock to participate, and you cannot
purchase your first shares through the Class A DRIP.
3. HOW DO I ENROLL IN THE CLASS A DRIP?
You can enroll in the Class A DRIP through the MIS Web site at
http://www.melloninvestor.com, or through the Interactive Voice Recognition
system, which we refer to as the IVR, by calling 1-888-663-8325.
4. CAN I USE MY CLASS A DIVIDENDS TO PURCHASE CLASS B SHARES?
No. UPS class A common stock dividends will be reinvested only in UPS
class A common stock.
5. CAN I REINVEST DIVIDENDS ON SHARES THAT HAVE BEEN HYPOTHECATED?
In general, as long as dividends have not been pledged as security for a
loan, you may elect dividend reinvestment on hypothecated shares.
6. CAN I REINVEST DIVIDENDS ON SHARES HELD IN CERTIFICATE FORM?
Yes.
7. HOW IS THE CLASS A DRIP ADMINISTERED?
MIS administers the Class A DRIP, keeps records, sends statements of
accounts to participants and performs other duties relating to the Class A DRIP.
Shares purchased under the Class A DRIP are registered in the name of each
participant and are credited to the participant's account and related dividends
are automatically reinvested in UPS class A common stock in the manner elected
by the participant. Participants retain the right to vote all the shares
credited to their accounts by MIS. Participants can access shareowner
communications regarding the Class A DRIP, including the Investor Activity
Report, through MLink(SM), a free, online service provided by MIS through its
Web site. An Investor Activity Report, which we refer to as an IAR, can be
viewed online through MLink(SM) after each purchase of shares and includes a
record of the cost of shares acquired through the Class A DRIP. Each year
participants receive through MLink(SM) an Internal Revenue Service Information
Form 1099-DIV for reporting dividend income received.
When you enroll through the MIS Web site, if you indicate that you do not
wish to receive communications through MLink(SM), all communications will be
sent to you through regular mail.
8. WHAT ARE THE BENEFITS OF PARTICIPATING IN THE CLASS A DRIP?
- A convenient, automatic method for obtaining additional shares of UPS
class A common stock without paying brokerage commissions or service
fees.
- Full investment of your funds is possible because MIS will credit
your account with both whole and fractional shares of UPS class A
common stock. Dividends will be paid not only on whole shares but
also proportionately on fractional shares.
- Your record maintenance is simplified through an IAR that can be
accessed at http://www.melloninvestor.com after each investment in
your account.
- As long as you are a Class A DRIP participant, MIS, as your agent,
will hold your shares in book-entry form. This provides protection
against loss or theft of shares. If you prefer, certificates for full
shares credited to your account will be delivered to you.
- The Class A DRIP is entirely voluntary. You may begin participation
at any time and terminate whenever you wish upon notice to MIS.
9. DOES THE CLASS A DRIP OFFER DIFFERENT PARTICIPATION OPTIONS FOR
REINVESTING?
There are two different ways to participate in the Class A DRIP:
- You can reinvest cash dividends on all of your shares of UPS class A
common stock.
- You can continue to receive dividends in cash for a portion of your
shares of UPS class A common stock and reinvest the cash dividends
paid on the remainder of your shares. Dividends you elect to receive
in cash will be sent to you by electronic deposit to a bank account
you designate.
In addition, you may choose not to reinvest any of your dividends, in
which case MIS will remit any dividends to you by check or by electronic deposit
to a bank account you designate.
10. WHEN AND AT WHAT PRICE ARE DIVIDENDS REINVESTED?
If you choose dividend reinvestment for some or all of your shares of UPS
class A common stock, MIS will invest dividends in additional shares of UPS
class A common stock purchased from us on the dividend payment date. The price
per share of UPS class A common stock you receive will be equal to the closing
price of shares of UPS class B common stock on the New York Stock Exchange on
the date of purchase or the most recent date on which shares of UPS class B
common stock were traded. No interest will be paid on funds held by MIS pending
investment.
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11. HOW DO I MAKE ADDITIONAL INVESTMENTS?
Except for shares purchased through dividend reinvestment, you cannot
make additional investments in UPS class A common stock through the Class A
DRIP. You may make additional investments through the UPS Direct Transaction
Program, which we refer to as DTP. DTP provides eligible UPS employees with a
convenient way to make purchases of UPS class A shares over the Internet,
without paying brokerage commissions, trading fees or service charges. The
minimum number of shares that you may purchase in a single transaction through
the DTP is 20. Eligible UPS employees may enroll in the DTP by completing a DTP
enrollment form and following the other instructions for DTP enrollment provided
on the MIS Web site. See question 3 for how to access the MIS Web site.
12. WHAT ARE THE COSTS?
There are no fees for dividend reinvestment under the Class A DRIP.
However, you may incur certain fees on sales through the DTP.
13. HOW CAN I VOTE MY SHARES?
You will receive proxy material for all of your shares, including
fractional shares, and your shares will be voted in accordance with your
direction. If you wish, you may vote your shares in person at UPS shareowner
meetings. Remember that each share of UPS class A common stock gives you ten
votes, while you receive only one vote for each share of UPS class B common
stock.
14. CAN NON-U.S. RESIDENTS PARTICIPATE IN THE CLASS A DRIP?
Yes; however, if we determine the Class A DRIP would violate the laws of
any country, we reserve the right to discontinue the Class A DRIP in that
country and to terminate the participation of participants in that country. All
dividends paid to non-U.S. residents will be subject to U.S. tax withholding, as
discussed in question 20.
15. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
If you have registered for MLink(SM), MIS will send an email to you via
MLink(SM) instructing you to view your transaction statement. The transaction
statement will confirm the details of each transaction you make or you may view
your transaction history online by accessing your account through the MIS Web
site. If you continue to participate in the Class A DRIP, MIS also will send an
email to you instructing you to view via MLink(SM) an annual notification of
your holdings of UPS class A common stock in your Class A DRIP account. When you
enroll through the MIS Web site, if you indicate that you do not wish to receive
communications through MLink(SM), all communications will be sent to you through
regular mail.
16. WILL SHARE CERTIFICATES BE ISSUED?
Share certificates will not be issued because the Class A DRIP provides
for shares to be held in book-entry form. Shares purchased under the Class A
DRIP will be maintained by MIS in your name in non-certificated form for
safekeeping. You may, however, request a stock certificate from MIS at any time,
free of charge.
17. CAN I GET CERTIFICATES IF I WANT THEM?
Yes. If you should ever want a stock certificate for all or a portion of
the whole shares of UPS class A common stock in your account, MIS will send one
to you upon request. MIS will mail a certificate to you within two business days
upon receipt of your request. Please allow an additional five to seven business
days for delivery of your certificate.
18. HOW DO I SELL SHARES?
We encourage you to view your investment in UPS as a long-term
investment. However, if you find it necessary to sell shares of UPS class A
common stock, you may sell them under the terms of the DTP or convert your
shares of UPS class A common stock to shares of UPS class B common stock and
then sell them through the class B Direct Investment and Dividend Reinvestment
Plan or a licensed broker. In selling
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shares, you may incur a tax liability, so you should consult your tax advisor to
understand the tax consequences if you plan to sell any shares.
19. CAN I TRANSFER OR GIVE MY CLASS A DRIP SHARES AS A GIFT?
Shares purchased through the Class A DRIP may be transferred to other
accounts or given as gifts in the same manner as any other shares of Class A
common stock you own.
20. WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN
THE CLASS A DRIP?
The following is a summary of certain U.S. federal income tax
considerations regarding the Class A DRIP. This summary is based on current law,
is for your general information only and is not tax advice. This discussion does
not purport to deal with all aspects of taxation that may be relevant to you in
light of your personal investment circumstances, or if you are a type of
investor who is subject to special treatment under the federal income tax laws.
If you wish to participate in the Class A DRIP, you should consult your own tax
advisor regarding the specific tax consequences (including the federal, state,
local and foreign tax consequences) that may affect you if you participate in
the Class A DRIP and of potential changes in applicable tax laws.
Reinvestment of dividends under the Class A DRIP will not avoid the tax
that otherwise would apply to the dividends. If you participate in the Class A
DRIP, you will be treated for federal income tax purposes as having received a
distribution from us equal to the fair market value on the dividend payment date
of the shares of UPS class A common stock (including fractional shares) acquired
with the reinvested dividends. In this regard, we intend to take the position
that the fair market value of those shares on the dividend payment date is equal
to their purchase price under the Class A DRIP. Your tax basis in any shares
acquired under the Class A DRIP will be equal to the amount that was treated as
a distribution. Your holding period for shares acquired under the Class A DRIP
will begin on the day following the applicable dividend payment date on which
you acquired the shares.
Distributions by us will be treated as dividends for federal income tax
purposes to the extent of our earnings and profits for federal income tax
purposes. To the extent that the amount we distribute exceeds our current and
accumulated earnings and profits, the distribution will be first treated as a
tax-free return of capital to the extent of your tax basis in the stock with
respect to which the distribution was received, with any excess taxable as gain
realized from the sale of such stock.
If you withdraw shares from the Class A DRIP and receive whole shares in
certificate form, or if you deposit certificated shares with MIS for
safekeeping, you will not realize any taxable income or loss. However, if you
receive cash for a fractional share, you may recognize gain or loss with respect
to such fractional share. In addition, if you sell any shares of UPS class A
common stock, you may recognize taxable gain or loss.
MIS will send a Form 1099-DIV to you and the Internal Revenue Service
after each year end reporting all dividend income you received during the year
on your UPS class A common stock.
If you are subject to backup withholding on dividends, the amount of tax
required to be withheld will be deducted from the cash dividend you otherwise
would have received, and only the reduced amount will be reinvested under the
Class A DRIP. Backup withholding may be required on any dividend payments to you
if (a) you have failed to furnish your correct taxpayer identification number,
(b) the IRS has notified us that you have failed to report interest or dividends
or (c) you have failed to certify, under penalties of perjury, that you are not
subject to backup withholding.
If you are a foreign participant whose income is subject to U.S. federal
income tax withholding, the amount of tax required to be withheld will be
deducted from the cash dividend you otherwise would have received, and only the
reduced amount will be reinvested under the Class A DRIP. The filing of any
documentation required to obtain a reduction in U.S. withholding tax is the
responsibility of the shareowner.
21. DOES PARTICIPATION IN THE CLASS A DRIP INVOLVE RISKS?
Participation in the Class A DRIP does not create any risks other than
risks that apply to any other investment in shares of UPS class A common stock.
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22. CAN MY PARTICIPATION BE TERMINATED?
Once you have enrolled in the Class A DRIP, participation continues
automatically unless terminated. You may terminate participation at any time by
giving notice to MIS online, by telephone through the IVR or in writing.
Thereafter, future dividends will be sent directly to you or a bank account you
designate. Termination notices should be received by MIS four days prior to a
dividend record date to avoid the reinvestment of the current dividend or any
possible delay in receipt of your shares and/or cash. If your Class A DRIP
account balance falls below one full share, MIS reserves the right to liquidate
the fraction and remit the proceeds, less any applicable fees, to you at your
address of record. UPS may terminate participation by non-U.S. residents if
their participation is no longer permissible, as discussed in Question 14.
23. DOES THE INSIDER TRADING COMPLIANCE PROGRAM APPLY TO ANY ASPECT OF THE
CLASS A DRIP?
Yes. Enrollment in the Class A DRIP or any change in your dividend
reinvestment elections under the Class A DRIP must be made in compliance with
the UPS Insider Trading Compliance Program. In addition to other limitations,
the UPS Insider Trading Compliance Program provides that you may not enroll in
the Class A DRIP or change your dividend reinvestment elections when you are in
possession of material, non-public information about UPS.
24. WHAT HAPPENS IF UPS ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
In the event dividends are paid in UPS class A common stock, or if UPS
class A common stock is distributed in connection with any stock split or
similar transaction, your Class A DRIP account will be adjusted to reflect the
receipt of the UPS class A common stock so paid or distributed.
25. WHAT ARE THE RESPONSIBILITIES OF UPS AND MIS UNDER THE CLASS A DRIP?
Neither UPS nor MIS will be liable for any act they take in good faith or
for any good faith omission to act. This includes any claim of liability based
on the prices or times at which shares are purchased, any change in the value of
shares or any failure to change elections or terminate an account prior to
receipt of appropriate notice. In addition, we assume no responsibility for the
accuracy of any information contained in MIS's Web site. This is not a waiver of
any rights you may have under securities laws.
The payment of dividends is at the discretion of UPS's board of directors
and will depend upon future earnings, the financial condition of UPS and other
factors. The board may change the amount and timing of dividends at any time
without notice.
Neither UPS nor MIS can assure you a profit or protect you against a loss
on the shares you purchase under the Class A DRIP.
26. MAY THE CLASS A DRIP BE CHANGED OR TERMINATED?
We reserve the right to suspend, modify or terminate the Class A DRIP at
any time. You will receive notice of any such suspension, modification or
termination. UPS and MIS also reserve the right to change any administrative
procedures of the Class A DRIP.
27. WHERE CAN I OBTAIN ADDITIONAL INFORMATION?
Any questions you have about the Class A DRIP, should be made directly to
MIS at its toll-free number:
1-888-663-8325
You may also write to MIS at the following address:
Mellon Bank
c/o Mellon Investor Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
Be sure to include your name, address, account key and daytime phone number
on all correspondence.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange. For further information on obtaining copies of our public
filings from the New York Stock Exchange, you should call 212-656-5060.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is an important part of this prospectus and information that we
subsequently file with the SEC will automatically update and supersede
information in this prospectus and in our other filings with the SEC. We
incorporate by reference the documents listed below, which we have already filed
with the SEC, and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all the
securities offered by this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 2002;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003;
- Current Reports on Form 8-K filed on February 21, 2003 and September
12, 2003; and
- the description of United Parcel Service of America, Inc.'s common
stock, $.10 par value per share, contained in its registration
statement on Form 8-A, filed with the SEC in April 1970, as updated
by Item 5 of its Annual Report on Form 10-K for the year ended
December 31, 1998, as modified by the description of the UPS class A
common stock contained in our registration statement on Form S-4 (no.
333-83349) filed with the SEC on September 22, 1999. We succeeded to
the Exchange Act registration of United Parcel Service of America,
Inc. pursuant to Rule 12g-3 under the Exchange Act.
We will provide, without charge, to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of any and all of
the documents incorporated by reference in this prospectus, other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the documents that this prospectus incorporates. Requests for
copies of these documents should be directed to:
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
Attention: Corporate Secretary
Telephone: 404-828-6000
We have also filed a registration statement with the SEC relating to the
UPS class A common stock described in this prospectus. This prospectus is part
of the registration statement. You may obtain from the SEC a copy of the
registration statement and exhibits that we filed with the SEC when we
registered the shares. The registration statement may contain additional
information that may be important to you.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ADDITIONAL OR DIFFERENT INFORMATION. WE ARE ONLY OFFERING THESE SHARES IN
STATES WHERE THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION
IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT
OF THIS DOCUMENT.
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INDEMNIFICATION UNDER THE SECURITIES ACT
As permitted by law, directors and officers of UPS are entitled to
indemnification under certain circumstances against liabilities and expenses
incurred in connection with legal proceedings in which they become involved as a
result of serving as such director or officer. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling UPS pursuant to the foregoing
provisions, UPS has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
USE OF PROCEEDS
The proceeds from the sale of shares of UPS class A common stock pursuant
to the Class A DRIP will be used for general corporate purposes.
LEGAL MATTERS
Certain legal matters with regard to the shares of UPS class A common
stock have been passed upon by King & Spalding LLP.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our annual report on Form 10-K for the year ended December 31,
2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the change in our method of accounting for
both derivative instruments and hedging activities and goodwill and other
intangible assets to conform with Statement of Financial Accounting Standards
No. 133, as amended, and Statement of Financial Accounting Standards No. 142,
respectively), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SHARES OF CLASS A COMMON STOCK OR ANY OTHER SECURITIES IN ANY JURISDICTION OR TO
ANY PERSON IF THAT TRANSACTION WOULD BE UNLAWFUL IN THAT JURISDICTION.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
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(UPS LOGO)
UNITED PARCEL
SERVICE, INC.
CLASS A COMMON
STOCK DIVIDEND
REINVESTMENT
PROGRAM
UNITED PARCEL SERVICE, INC.
JANUARY 30, 2004
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. The amounts shown are estimates, except
for the registration fee.
[Download Table]
SEC Registration Fee................................ $274,698.27
Accounting fees and expenses........................ 15,000
Legal fees and expenses............................. 20,000
Miscellaneous expenses.............................. 5,000
-----------
TOTAL..................................... $314,698.27
===========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 to which any person may be entitled under any
bylaw, agreement, vote of shareowners 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.
Our Restated Certificate of Incorporation, as amended, does not provide
for indemnification of our directors and officers, but our Bylaws provide that
we must indemnify our directors and officers to the fullest extent authorized by
the Delaware General Corporation Law, subject to very limited exceptions.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
[Download Table]
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Form of Restated Certificate of Incorporation of United
Parcel Service, Inc. (incorporated by reference to Exhibit
3.1 to Form 10-Q for the Quarter Ended June 30, 2002).
4.2 Form of Bylaws of United Parcel Service, Inc. (incorporated
by reference to Exhibit 3.2 to the registration statement on
Form S-4 (No. 333-83349), filed on July 21, 1999, as
amended).
4.3 Form of Class A Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the registration statement on
Form S-4 (No. 333-83349), filed on July 21, 1999, as
amended).
5.1 Opinion of King & Spalding LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of King & Spalding LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included with the signature page to this
registration statement).
II-2
ITEM 17. UNDERTAKINGS.
(a) 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 (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 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
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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, 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.
II-3
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the City of Atlanta,
State of Georgia, thereunto duly authorized, on the 29th day of January, 2004.
UNITED PARCEL SERVICE, INC.
By: /s/ MICHAEL L. ESKEW
------------------------------------
Michael L. Eskew
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of United Parcel Service,
Inc., hereby severally constitute and appoint D. Scott Davis and Allen E. Hill
and each of them singly, our true and lawful attorneys-in-fact, with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement filed herewith and any and
all amendments to said Registration Statement, and any registration statement in
connection with this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable United Parcel Service, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto (or such registration
statement filed pursuant to Rule 462(b)).
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities indicated on the 29th day of January, 2004:
[Enlarge/Download Table]
SIGNATURE TITLE
--------- -----
/s/ D. SCOTT DAVIS Senior Vice President, Chief Financial Officer
-------------------------------------- and Treasurer
D. Scott Davis (Principal Financial and Accounting Officer)
/s/ CALVIN DARDEN Senior Vice President and Director
--------------------------------------
Calvin Darden
/s/ MICHAEL L. ESKEW Chairman and Chief Executive Officer
-------------------------------------- (Principal Executive Officer)
Michael L. Eskew
Director
--------------------------------------
James P. Kelly
Director
--------------------------------------
Ann M. Livermore
II-4
[Download Table]
SIGNATURE TITLE
--------- -----
/s/ GARY E. MACDOUGAL Director
--------------------------------------
Gary E. MacDougal
/s/ VICTOR A. PELSON Director
--------------------------------------
Victor A. Pelson
/s/ LEA N. SOUPATA Senior Vice President and Director
--------------------------------------
Lea N. Soupata
/s/ ROBERT M. TEETER Director
--------------------------------------
Robert M. Teeter
Director
--------------------------------------
John W. Thompson
Director
--------------------------------------
Carol B. Tome
II-5
EXHIBIT INDEX
[Download Table]
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Form of Restated Certificate of Incorporation of United
Parcel Service, Inc. (incorporated by reference to Exhibit
3.1 to Form 10-Q for the Quarter Ended June 30, 2002).
4.2 Form of Bylaws of United Parcel Service, Inc. (incorporated
by reference to Exhibit 3.2 to the registration statement on
Form S-4 (No. 333-83349), filed on July 21, 1999, as
amended).
4.3 Form of Class A Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the registration statement on
Form S-4 (No. 333-83349), filed on July 21, 1999, as
amended).
5.1 Opinion of King & Spalding LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of King & Spalding LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included with the signature page to this
registration statement).
II-6
Dates Referenced Herein and Documents Incorporated by Reference
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