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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/19 United Parcel Service Inc 8-K:8,9 8/16/19 16:698K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-1.1 Underwriting Agreement HTML 178K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 64K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 64K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 63K 6: EX-5.1 Opinion of Counsel re: Legality HTML 15K 12: R1 Document and Entity Information HTML 64K 14: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- d772968d8k_htm XML 29K 13: EXCEL IDEA Workbook of Financial Reports XLSX 7K 8: EX-101.DEF XBRL Definitions -- ups-20190816_def XML 46K 9: EX-101.LAB XBRL Labels -- ups-20190816_lab XML 77K 10: EX-101.PRE XBRL Presentations -- ups-20190816_pre XML 48K 7: EX-101.SCH XBRL Schema -- ups-20190816 XSD 19K 15: JSON XBRL Instance as JSON Data -- MetaLinks 15± 24K 16: ZIP XBRL Zipped Folder -- 0001193125-19-223579-xbrl Zip 84K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i August 16, 2019
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware |
i 58-2480149 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| i 55 Glenlake Parkway, i N.E., i Atlanta, Georgia |
i 30328 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code i (404) i 828-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Exchange on Which Registered | ||
| i Class B common stock, par value $0.01 per share |
i UPS |
i New York Stock Exchange | ||
| i Floating-Rate Senior Notes Due 2020 |
i UPS20A |
i New York Stock Exchange | ||
| i 1.625% Senior Notes Due 2025 |
i UPS25 |
i New York Stock Exchange | ||
| i 1% Senior Notes due 2028 |
i UPS28 |
i New York Stock Exchange | ||
| i 0.375% Senior Notes due 2023 |
i UPS23A |
i New York Stock Exchange | ||
| i 1.500% Senior Notes due 2032 |
i UPS32 |
i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On August 13, 2019, the Company entered into an agreement (the “Underwriting Agreement”) with the underwriters listed on Schedule II thereto (the “Underwriters”), whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, $400,000,000 principal amount of 2.200% Senior Notes due 2024, $400,000,000 principal amount of 2.500% Senior Notes due 2029 and $700,000,000 principal amount of 3.400% Senior Notes due 2049 (the “Transaction”).
The Company intends to use the net proceeds of the Transaction to make early contributions to certain of the Company’s primary domestic pension plans, to repay commercial paper and for general corporate purposes. Pending such uses of the net proceeds, the Company may invest the proceeds in highly liquid short-term securities.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
The Company is filing this Current Report on Form 8-K in order to file with the Securities and Exchange Commission certain items related to the Transaction that are to be incorporated by reference into its Registration Statement on Form S-3ASR (Registration No. 333-214056).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
4.1 Form of 2.200% Senior Notes due 2024
4.2 Form of 2.500% Senior Notes due 2029
4.3 Form of 3.400% Senior Notes due 2049
5.1 Opinion of King & Spalding LLP
23.1 Consent of King & Spalding LLP (included in Exhibit 5.1)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED PARCEL SERVICE, INC. | ||||||
| Date: August 16, 2019 |
By: |
|||||
| Name: Richard N. Peretz | ||||||
| Title: Senior Vice President, Chief Financial Officer and Treasurer | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 8/16/19 | |||
| 8/13/19 | 424B5, 8-K, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 United Parcel Service Inc. 10-K 12/31/23 136:24M 2/21/23 United Parcel Service Inc. 10-K 12/31/22 133:27M 2/22/22 United Parcel Service Inc. 10-K 12/31/21 133:26M 2/22/21 United Parcel Service Inc. 10-K 12/31/20 139:27M |