AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2003
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)
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)
JOSEPH R. MODEROW, ESQ.
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:
MARY A. BERNARD STEVEN R. FINLEY
KING & SPALDING LLP GIBSON, DUNN & CRUTCHER LLP
1185 AVENUE OF THE AMERICAS 200 PARK AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10166
(212) 556-2100 (212) 351-4000
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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, as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 OF AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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Debt securities................ $2,000,000,000(1) 100% $2,000,000,000 $161,800
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(1) Plus such additional principal amount as may be necessary such that, if debt
securities are issued with an original issue discount, the aggregate initial
offering price of all debt securities will equal $2,000,000,000.
(2) Estimated pursuant to Rule 457 under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 27, 2003.
PROSPECTUS
(UPS LOGO)
UNITED PARCEL SERVICE, INC.
$2,000,000,000
DEBT SECURITIES
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We may offer from time to time up to $2,000,000,000 of debt securities,
which will be our senior unsecured debt obligations. We will provide the
specific terms of these securities in supplements to this prospectus. You should
read this prospectus and the accompanying prospectus supplement carefully before
you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these debt securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
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The date of this prospectus is August , 2003.
TABLE OF CONTENTS
PAGE
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About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Forward-Looking Statements.................................. 2
The Company................................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 13
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf registration
process, we may sell debt securities in one or more offerings up to a total
dollar amount of $2,000,000,000. This prospectus provides you with a general
description of the debt securities we may sell. Each time we sell debt
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information." We may only use this prospectus to sell securities if it is
accompanied by a prospectus supplement.
Unless the context requires otherwise, references to "UPS," "we," "us," and
"our" mean United Parcel Service, Inc. and its subsidiaries.
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 them, 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
debt securities offered by this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 2002;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
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- Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;
- Current Report on Form 8-K filed on February 21, 2003;
- Current Report on Form 8-K filed on April 24, 2003; and
- Current Report on Form 8-K filed on July 29, 2003.
You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing or calling us at the following address:
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
debt securities. 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 debt securities. 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 and the applicable prospectus supplement. We have
not authorized anyone else to provide you with additional or different
information. We may only use this prospectus to sell debt securities if it is
accompanied by a prospectus supplement. We are only offering these debt
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
the federal securities laws. We may also make forward-looking statements in
reports filed with the SEC that we incorporate by reference in this prospectus.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the words "may,"
"would," "could," "should," "believe," "expect," "anticipate," "plan,"
"estimate" or similar expressions. These statements include, among others,
statements regarding our anticipated operating results, our business strategy,
expected capital expenditures, working capital needs and sources of liquidity.
Forward-looking statements are not guarantees of performance. These
statements are based on beliefs and assumptions of our management, which in turn
are based on currently available information. Important assumptions include the
expected timing and cost of planned capital expenditures, the cost of complying
with applicable regulatory requirements, expected outcomes of pending
litigation, expected fuel and labor costs, pricing levels and expected demand
for our services. One or more of our assumptions could prove inaccurate. Forward
looking statements are also subject to a number of risks that could cause actual
results to differ materially from those contained in any forward-looking
statement. Many of these factors are beyond our ability to control or predict.
Such factors include, but are not limited to, the following:
- Changes in general economic and other conditions in the markets in which
we operate around the world could have an adverse impact on our business
and results of operations. Our results of operations in international
markets also are affected by currency exchange and inflation risks.
- Strikes, work stoppages and slowdowns by our employees could adversely
affect our ability to conduct our business. Such actions may affect our
ability to meet our customers' needs, and customers may do more business
with our competitors if they believe that such actions may
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adversely affect our ability to provide service. We may lose customers if
we are unable to provide uninterrupted service. The terms of future
collective bargaining agreements also may affect our competitive position
and results of operations.
- We must comply with complex and stringent aviation, transportation,
environmental, labor, employment and other governmental laws and
regulations. In addition, we must respond to new laws and regulations
resulting from, among other things, increased security concerns following
the events of September 11, 2001 or future terrorist events or other
geopolitical conditions. Our failure to comply with applicable laws or
regulations could result in substantial fines or possible revocation of
our authority to conduct our operations in affected markets.
- We face competition on a local, regional, national and international
basis. Our competitors include the postal services of the U.S. and other
nations, various motor carriers, express companies, freight forwarders,
air couriers and others. Our industry is undergoing rapid consolidation,
and the combining entities are competing aggressively for business at low
rates.
- We require significant quantities of gasoline, diesel fuel and jet fuel
and are exposed to the commodity price risk associated with variations in
the market price for petroleum products. A disruption in the supply, or
an increase in the price, of gasoline, diesel fuel and/or jet fuel for
our aircraft and delivery vehicles as a result of a war or any other
factor could have an adverse effect on our results of operations.
- Cyclical and seasonal fluctuations in the demand for our services could
adversely affect our results of operations during such periods.
We believe these forward-looking statements are reasonable; however, you
should not unduly rely on any forward-looking statements, which are based on
current expectations. Further, forward-looking statements speak only as of the
date they are made, and we undertake no obligation to update publicly any of
them in light of new information or future events.
THE COMPANY
We are the world's largest package delivery company and a global leader in
supply chain services. We were founded in 1907 as a private messenger and
delivery service in the Seattle, Washington area. Over the past 96 years, we
have expanded from a small regional parcel delivery service into a global
company. We deliver packages each business day for approximately 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. We offer an extensive range of options for synchronizing the
movement of goods, information and funds.
Our primary business is the time-definite delivery of packages and
documents throughout the United States and in over 200 other countries and
territories. We have established a global transportation infrastructure and
developed a comprehensive portfolio of guaranteed delivery services, and we
support these services with advanced technology. We provide integrated supply
chain solutions for major companies worldwide. We are the industry leader in the
delivery of goods purchased over the Internet.
The address and telephone number of our principal executive offices are 55
Glenlake Parkway, N.E., Atlanta, Georgia 30328, (404) 828-6000.
RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
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1998 1999 2000 2001 2002 2002 2003
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Ratio of earnings to fixed charges...... 8.9 6.7 15.3 11.2 16.1 12.2 14.3
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For purposes of calculating the ratio of earnings to fixed charges,
earnings include income before income taxes and fixed charges less capitalized
interest. Fixed charges include interest, whether capitalized or expensed,
amortization of debt expense and any discount or premium relating to any
indebtedness, whether capitalized or expensed, and the portion of rent expense
considered to represent interest.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will use
the net proceeds from the sale of the debt securities offered under this
prospectus and the applicable prospectus supplement for general corporate
purposes, which may include, among others, the following:
- repaying debt,
- making capital investments,
- funding working capital requirements, and
- funding possible acquisitions and investments in joint ventures.
Pending any of these uses, we may temporarily invest the net proceeds in
investment grade securities.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture between us and
Citibank, N.A., which acts as trustee. The indenture and the debt securities are
governed by New York law.
We have summarized the material provisions of the indenture below. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture for provisions that may be important to you. In the
summary below, we have included references to section numbers of the indenture
so that you can easily locate these provisions. Capitalized terms used in the
summary have the meaning specified in the indenture. You can obtain copies of
the indenture by following the directions described under the caption "Where You
Can Find More Information."
GENERAL
The indenture does not limit the aggregate principal amount of debt
securities that we may issue and provides that we may issue debt securities from
time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. We may issue additional debt securities of
a particular series without the consent of the holders of the debt securities of
such series outstanding at the time of the issuance. Any such additional debt
securities, together with all other outstanding debt securities of that series,
will constitute a single series of debt securities under the indenture. The
indenture also generally does not limit our ability to incur additional debt and
does not contain financial or similar restrictive covenants. The debt securities
will be unsecured and will rank equally with all of our other senior debt and
senior to our subordinated debt, if any.
Unless we inform you otherwise in a prospectus supplement, the indenture
will not contain any debt covenants or other provisions that would protect
holders of the debt securities in the event we participate in a highly leveraged
or other transaction that may adversely affect our creditworthiness.
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the person or entity to whom any interest on the debt securities will be
payable;
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- the date or dates on which the principal, premium, if any, or other form
or type of consideration to be paid upon maturity on the debt securities
will be payable;
- the rate or rates at which the debt securities will bear interest, if
any, or any method by which the rate or rates will be determined, the
date or dates from which any interest will accrue, the interest payment
dates on which any interest will be payable and the record date for any
interest payable on any interest payment date;
- the place or places where the principal, premium, if any, interest or
other form or type of consideration to be paid upon maturity on the debt
securities will be payable;
- any redemption dates, prices, rights, obligations and restrictions on the
debt securities;
- any mandatory or optional sinking fund, purchase fund or similar
provisions;
- the denominations in which the debt securities will be issuable if other
than denominations of $1,000 and integral multiples of $1,000;
- whether payments of principal of or any premium or interest will be
determined by an index, formula or other method and the manner in which
these amounts will be determined;
- the currency or currency unit in which principal and interest will be
paid if other than U.S. dollars;
- the portion of the principal amount of the debt securities payable upon
the acceleration of the maturity of the debt securities if other than the
principal amount;
- if the principal amount payable at the stated maturity of the debt
securities will not be determinable as of any one or more dates prior to
the stated maturity, the amount that will be deemed to be the principal
amount of the debt securities as of any such date for any purpose,
including the principal amount of the debt securities that will be due
and payable upon any maturity other than the stated maturity or that will
be deemed to be outstanding as of any date prior to the stated maturity;
- whether the debt securities will be defeasible, in whole or any specified
part, and whether some of our covenants will be defeasible and, if other
than by a resolution of our Board of Directors or Executive Committee,
the manner in which any election by us to defease the debt securities or
covenants will be evidenced;
- whether the debt securities will be issued in permanent global form and
the circumstances under which the permanent global debt security may be
exchanged;
- whether, and the terms and conditions relating to when, we may satisfy
some of our obligations with respect to the debt securities with regard
to payment upon maturity, or any redemption or required repurchase or in
connection with any exchange provisions by delivering to the holders
principal, premium, if any, interest or other form or type of
consideration to be paid upon maturity on the debt securities;
- any addition to or change in the Events of Default and any change in the
right of the trustee or the requisite holders of the debt securities to
declare the principal amount due and payable;
- any addition to or change in the covenants that apply to the debt
securities;
- terms with respect to book-entry procedures; and
- any other material terms of the debt securities not specified in this
prospectus. (Section 3.01)
We may sell the debt securities, including original issue discount
securities, at a substantial discount below their principal amount. We may
describe special United States federal income tax considerations, if any,
applicable to the debt securities sold at an original issue discount in the
applicable prospectus supplement. In addition, we may describe special United
States federal income tax or other considerations,
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if any, applicable to the debt securities that are denominated in a currency or
currency unit other than United States dollars in the applicable prospectus
supplement.
FORM, EXCHANGE AND TRANSFER
Subject to the terms of the indenture and the limitations applicable to
global securities, debt securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the security registrar
or at the office of any transfer agent we designate for such purpose. No service
charge will be made for any registration of transfer or exchange of debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. Registration of
transfer or exchange will be effected by the security registrar or the transfer
agent, as the case may be, when the security registrar or transfer agent is
satisfied with the documents of title and identity of the person making the
request. We have appointed the trustee as security registrar. (Section 3.05) We
may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any
transfer agent acts, except that we will be required to maintain a transfer
agent in each place of payment for the debt securities of each series. (Section
10.02)
If debt securities of any series are to be redeemed in part, we will not be
required to:
- issue, register the transfer of or exchange any debt security of that
series (or of that series and specified tenor, as the case may be) during
a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of any debt security that may be
selected for redemption and ending at the close of business on the day of
such mailing or
- register the transfer of or exchange any debt security so selected for
redemption, in whole or in part, except the unredeemed portion of any
debt security being redeemed in part. (Section 3.05)
GLOBAL SECURITIES
Unless we inform you otherwise in a prospectus supplement, each series of
debt securities will be issued in the form of one or more fully registered
global securities. We will deposit each global security with, or on behalf of,
The Depository Trust Company, New York, New York, which we refer to as DTC, and
register the global security in the name of Cede & Co. or another nominee of
DTC. No holder of a debt security initially issued as a global security will be
entitled to receive a debt security in certificated form, except as set forth
below.
Except as set forth below, a global security may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee.
DTC has advised us as follows:
(1) DTC is:
- a limited purpose trust company organized under the laws of the
State of New York;
- a "banking organization" within the meaning of the New York banking
law;
- a member of the Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- a "clearing agency" registered pursuant to Section 17A of the
Exchange Act.
(2) DTC participants include securities brokers and dealers, banks,
trust companies, clearing corporations and others, some of whom own DTC.
(3) Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant,
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either directly or indirectly. Persons who are not participants may
beneficially own securities held by DTC only through participants or
indirect participants.
(4) Upon issuance of a global security, DTC will credit the accounts
of participants designated by any dealers, underwriters or agents
participating in the distribution of the debt securities with the
respective principal amounts of debt securities beneficially owned by such
participants.
(5) Ownership of beneficial interests in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC (with respect to participants), by the
participants (with respect to indirect participants and certain beneficial
owners) and by the indirect participants (with respect to all other
beneficial owners).
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. These laws may limit your
ability to own, transfer or pledge beneficial interests in a global security.
As long as DTC's nominee is the registered owner of a global security, such
nominee for all purposes will be considered the sole owner or holder of such
debt securities under the indenture. Except as provided below, you will not:
- be entitled to have any debt securities registered in your name;
- receive or be entitled to receive physical delivery of any debt
securities in definitive form; and
- be considered the owners or holders of the debt securities under the
indenture.
We will make payment of principal of and premium, if any, and interest on
debt securities represented by a global security to DTC or its nominee, as the
case may be, as the registered owner and holder of the global security
representing those debt securities. DTC has advised us that upon receipt of any
payment of principal of, or premium or interest on, a global security, DTC will
immediately credit accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such global security, as shown in DTC's records. Standing instructions and
customary practices will govern payments by participants to owners of beneficial
interests in a global security held through those participants, as is now the
case with securities held for the accounts of customers registered in "street
name." Those payments will be the sole responsibility of those participants,
subject to any statutory or regulatory requirements that may be in effect from
time to time.
Neither we, the trustee nor any of our respective agents will be
responsible or liable for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests in a global security, or for
maintaining, supervising or reviewing any records related to such beneficial
ownership interests.
Notwithstanding any provision of the indenture or any debt security
described in this prospectus, no global security may be exchanged in whole or in
part for debt securities registered, and no transfer of a global security in
whole or in part may be registered, in the name of any person other than DTC or
any nominee of DTC unless:
- DTC has notified us that it is unwilling or unable to continue as
depositary for a global security or has ceased to be qualified to act as
depositary as required by the indenture;
- there shall have occurred and be continuing an event of default with
respect to the debt securities represented by a global security; or
- there shall exist circumstances, if any, in addition to or in lieu of
those described above as may be described in the applicable prospectus
supplement.
All securities issued in exchange for a global security or any portion of a
global security will be registered in the names as DTC may direct. (Sections
2.04 and 3.05)
Except in the limited circumstances referred to above, owners of beneficial
interests in a global security will not be entitled to have such global security
or any debt securities represented thereby
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registered in their names, will not receive or be entitled to receive physical
delivery of certificated debt securities in exchange therefor and will not be
considered to be the owners or holders of such global security or any debt
securities represented thereby for any purpose under the debt securities or the
indenture. All payments and deliveries of principal of and any premium, maturity
consideration and interest on a global security will be made to DTC or its
nominee, as the case may be, as the holder thereof.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a debt security on any Interest Payment Date will be made to the
person in whose name the security, or one or more predecessor securities, is
registered at the close of business on the Regular Record Date for payment of
interest. (Section 3.07)
Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium, maturity consideration and interest on the debt
securities of a particular series (other than a global security) will be payable
or deliverable at the office of the paying agent or paying agents as we may
designate for that purpose from time to time, except that at our option payment
of any interest may be made by check mailed to the address of the person
entitled to the payment as that address appears in the security register. Unless
otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the trustee in The City of New York will be designated as our sole
paying agent for payments and deliveries with respect to debt securities of each
series. Any other paying agents initially designated for the debt securities of
a particular series will be named in the applicable prospectus supplement. We
may at any time designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each
place of payment for the debt securities of a particular series. (Section 10.02)
All consideration paid or delivered to a paying agent for the payment or
delivery of the principal of or any premium, maturity consideration or interest
on any debt security that remains unclaimed at the end of two years after such
principal, premium, maturity consideration or interest has become due and
payable or deliverable will be repaid to us, and the holder of the debt security
thereafter, as an unsecured general creditor, may look only to us for payment or
delivery thereof. (Section 10.03)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge with or into any other Person or
convey, transfer or lease all or substantially all of our properties and assets
substantially as an entirety to any Person unless:
(1) either we are the continuing corporation or the Person formed by
any consolidation or into which we are merged or the Person that acquires
by conveyance, transfer, or lease all or substantially all of our
properties and assets shall be:
- organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia; and
- shall expressly assume all of our obligations under the debt
securities and the indenture;
(2) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(3) we or such Person has delivered to the trustee an officer's
certificate and an opinion of counsel stating that such consolidation,
merger, conveyance, transfer or lease complies with the applicable
provisions of the indenture.
Upon any consolidation or merger or any conveyance, transfer or lease of
all or substantially all of our properties and assets, the successor Person
formed by a consolidation, or into which we are merged or the successor Person
to which any conveyance, transfer or lease is made, shall succeed to, and be
substituted
8
for, and may exercise every right and power of ours under the debt securities
and the indenture with the same effect as if that successor had been named as us
therein; and thereafter, except in the case of a lease, we shall be discharged
from all obligations and covenants under the debt securities and indenture.
(Sections 8.01 and 8.02)
EVENTS OF DEFAULT
The indenture defines an Event of Default with respect to any series of
debt securities as any one of the following events:
(1) failure to pay any interest on the debt securities of that series
when due, continued for 30 days;
(2) failure to pay any principal of or premium on the debt securities
of that series when due whether at the stated maturity or by declaration of
acceleration, call for redemption or otherwise;
(3) failure to deposit any sinking fund payment when due on the debt
securities of that series;
(4) failure to perform or the breach of any other covenant in the
indenture applicable to the debt securities of that series, continued for
60 days after written notice as provided in the indenture; or
(5) certain events involving our bankruptcy, insolvency or
reorganization. (Section 5.01)
If an Event of Default occurs and is continuing with respect to the debt
securities of any series, other than an Event of Default referred to in clause
(5) above, either the trustee or the holders of 25% in principal amount, or if
the debt securities are not payable at maturity for a fixed principal amount,
25% of the aggregate issue price, of the outstanding debt securities of that
series, each series acting as a separate class, may declare the principal of the
debt securities of that series, or an other amount or property, as may be
provided for in the debt securities of that series, to be due and payable. If an
Event of Default described in clause (5) above with respect to the debt
securities of any series at the time outstanding shall occur, the principal
amount of all the debt securities of that series, or such other amount or
property, as may be provided for in the debt securities of that series, (or, in
the case of any original issue discount security, such specified amount) will
automatically, and without any action by the trustee or any holder, become
immediately due and payable. (Section 5.02). The holders of not less than a
majority in aggregate principal amount of the debt securities of a series may,
on behalf of all holders of debt securities of the series, waive any past
default under the indenture with respect to the debt securities of the series,
except a default in the delivery or payment of the maturity consideration or
interest on any debt security of the series, and default in respect of a
covenant or provision of the indenture that cannot be modified or amended
without the consent of the holder of each outstanding debt security of the
affected series. (Section 5.13)
Subject to the provisions of the indenture relating to the duties of the
trustee in case an Event of Default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or discretion of any of the holders, unless the holders
shall have offered to the trustee reasonable indemnity. (Section 6.03) Subject
to such provisions for the indemnification of the trustee, the holders of a
majority in aggregate principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust
or power conferred on the trustee, with respect to the debt securities of that
series. (Section 5.12)
No holder of a debt security of any series will have any right to institute
any proceeding with respect to the indenture, or for the appointment of a
receiver or a trustee, or for any other remedy under the indenture, unless
(1) the holder has previously given to the trustee written notice of a
continuing Event of Default with respect to the debt securities of that
series,
9
(2) the holders of at least 25% in aggregate principal amount, or if
the debt securities are not payable at maturity for a fixed principal
amount, the aggregate issue price of the outstanding debt securities of
that series, have made written request to the trustee to institute a
proceeding as trustee,
(3) the holder or holders have offered to the trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request, and
(4) the trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal amount or,
if the debt securities are not payable at maturity for a fixed principal
amount, the aggregate issue price of the outstanding debt securities of
that series, a direction inconsistent with the request, within 60 days
after the notice, request and offer. (Section 5.07) However, these
limitations do not apply to a suit instituted by a holder of a debt
security for the enforcement of delivery or payment of the maturity
consideration relating to, or interest on, the debt security on or after
the applicable due date specified in the debt security. (Section 5.08)
We will be required to furnish to the trustee annually a statement by
certain of our officers as to whether or not we, to our knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the indenture and, if so, specifying all known defaults. (Section
10.04)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of Section 13.02 of
the indenture, relating to defeasance and discharge of indebtedness, or Section
13.03 of the indenture, relating to defeasance of certain restrictive covenants
in the indenture, applied to the debt securities of any series, or to any
specified part of a series. (Section 13.01)
DEFEASANCE AND DISCHARGE
The indenture provides that, upon our exercise of our option to have
Section 13.02 of the indenture apply to any debt securities, we will be deemed
to have been discharged from all obligations with respect to the debt securities
(except for certain obligations to exchange or register the transfer of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and to hold money for payment in trust) upon the deposit in
trust for the benefit of the holders of the debt securities of money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any premium and interest on
the debt securities on the respective Stated Maturities in accordance with the
terms of the indenture and the debt securities. Defeasance or discharge may
occur only if, among other things, we have delivered to the trustee an opinion
of counsel to the effect that, we have received from, or there has been
published by, the United States Internal Revenue Service a ruling, or there has
been a change in tax law, in any case to the effect that holders of the debt
securities will not recognize gain or loss for federal income tax purposes as a
result of the deposit, defeasance and discharge and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if the deposit, defeasance and discharge were not to occur.
(Sections 13.02 and 13.04)
DEFEASANCE OF COVENANTS
The indenture provides that, upon our exercise of our option to have
Section 13.03 of the indenture apply to any debt securities, we may omit to
comply with certain restrictive covenants, including those that may be described
in the applicable prospectus supplement, and the occurrence of certain Events of
Default, which are described above in clause (4) (with respect to restrictive
covenants) and under "Events of Default" and any that may be described in the
applicable prospectus supplement, will be deemed not to be or result in an Event
of Default, in each case with respect to the debt securities. In order to
exercise this option, we will be required to deposit, in trust for the benefit
of the holders of the debt securities, money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on the debt securities on the
respective Stated Maturities in
10
accordance with the terms of the indenture and the debt securities. We will also
be required, among other things, to deliver to the trustee an opinion of counsel
to the effect that holders of the debt securities will not recognize gain or
loss for federal income tax purposes as a result of deposit and defeasance of
certain obligations and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
the deposit and defeasance were not to occur. In the event we exercised this
option with respect to any debt securities and the debt securities were declared
due and payable because of the occurrence of any Event of Default, the amount of
money and U.S. Government Obligations so deposited in trust would be sufficient
to pay amounts due on the debt securities at the time of their respective Stated
Maturities but may not be sufficient to pay amounts due on the debt securities
upon any acceleration resulting from the Event of Default. In that case, we
would remain liable for the payments. (Sections 13.03 and 13.04)
MODIFICATION OF THE INDENTURE
The indenture provides that we and the trustee may, without the consent of
any holders of debt securities, enter into supplemental indentures for the
purposes, among other things, of adding to our covenants, adding additional
Events of Default, establishing the form or terms of debt securities or curing
ambiguities or inconsistencies in the indenture or making other provisions,
provided that any action to cure ambiguities or inconsistencies not adversely
affect the interests of the holders of any outstanding series of debt securities
in any material respect. (Section 9.01)
Modifications and amendments of the indenture may be made by us and the
trustee with the consent of the holders of a majority in aggregate principal
amount or, if the debt securities are not payable at maturity for a fixed
principal amount, the aggregate issue price, of the outstanding debt securities
of each series affected thereby, except that no modification or amendment may,
without the consent of the holder of each outstanding debt security affected
thereby,
(1) change the stated maturity of the maturity consideration or any
installment of maturity consideration or interest on, any debt security,
(2) reduce the principal amount of or reduce the amount or change the
type of maturity consideration or reduce the rate of interest on, or any
premium payable upon the redemption of, or the amount of maturity
consideration of an original issue discount security or any other debt
security that would be due and deliverable or payable upon a declaration of
acceleration of the maturity thereof upon the occurrence of an Event of
Default, of any debt security,
(3) change the place of payment where, or the coin or currency in
which, any maturity consideration or interest on any debt security are
deliverable or payable,
(4) impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security,
(5) reduce the percentage in principal amount or aggregate issue
price, as the case may be, of debt securities of any series, the consent of
whose holders is required for modification or amendment of the indenture or
for waiver of compliance with certain provisions of the indenture or for
waiver of certain defaults, or
(6) modify the requirements contained in the indenture for consent to
or approval of certain matters except to increase any percentage for a
consent or approval or to provide that certain other provisions cannot be
modified or waived without the consent of the holder of each debt security
affected thereby. (Section 9.02)
A supplemental indenture that changes or eliminates any covenant or other
provision of the indenture which has been expressly included solely for the
benefit of one or more particular series of debt securities, or that modifies
the rights of the holders of debt securities of the series with respect to the
covenant or other provision, shall be deemed not to affect the rights under the
indenture of the holders of debt securities of any other series. (Section 9.02)
11
The holders of a majority in aggregate principal amount of the outstanding
debt securities of a series may, on behalf of the holders of all the debt
securities of the series, waive compliance by us with certain restrictive
provisions of the indenture. (Section 10.07)
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of the holders as they may appear in the security register. (Section
1.07)
TITLE
We, the trustee and any agent of ours or the trustee's may treat the Person
in whose name a debt security is registered as the absolute owner of a debt
security for the purpose of making payment and for all other purposes. (Section
3.08)
GOVERNING LAW
The indenture and the debt securities will be governed by, and construed in
accordance with, the law of the State of New York. (Section 1.12)
REGARDING THE TRUSTEE
Citibank, N.A. is the trustee under the indenture. We have other customary
banking relationships with Citibank, N.A. in the ordinary course of business.
PLAN OF DISTRIBUTION
We may sell the debt securities:
- through underwriters or dealers;
- through agents; or
- directly to one or more purchasers.
The distribution of the debt securities may be effected from time to time
in one or more transactions:
- at a fixed price or prices, which may be changed from time to time;
- at market prices prevailing at the time of sale;
- at prices related to prevailing market prices; or
- at negotiated prices.
For each series of debt securities, the applicable prospectus supplement
will set forth the terms of the offering including:
- the initial public offering price;
- the names of any underwriters, dealers or agents;
- the purchase price of the debt securities;
- our proceeds from the sale of the debt securities;
- any underwriting discounts, agency fees, or other compensation payable to
underwriters or agents;
- any discounts or concessions allowed or reallowed or repaid to dealers;
and
- the securities exchanges on which the securities will be listed, if any.
If we use underwriters in the sale, they will buy the debt securities for
their own account. The underwriters may then resell the debt securities in one
or more transactions at a fixed public offering price or at varying prices
determined at or after the time of sale. The obligations of the underwriters to
purchase
12
the debt securities will be subject to certain conditions. The underwriters will
be obligated to purchase all the debt securities offered if they purchase any
securities. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time. In
connection with an offering, underwriters and selling group members and their
affiliates may engage in transactions to stabilize, maintain or otherwise affect
the market price of the securities in accordance with applicable law.
If we use dealers in the sale, we will sell debt securities to those
dealers as principals. The dealers may then resell the debt securities to the
public at varying prices to be determined by the dealers at the time of resale.
If we use agents in the sale, they will use their reasonable best efforts to
solicit purchases for the period of their appointment. If we sell directly, no
underwriters or agents would be involved. We are not making an offer of debt
securities in any state that does not permit an offer of these securities.
Underwriters, dealers and agents that participate in the securities
distribution may be deemed to be underwriters as defined in the Securities Act
of 1933. Any discounts, commissions, or profit they receive when they resell the
securities may be treated as underwriting discounts and commissions under the
Securities Act of 1933. We may have agreements with underwriters, dealers and
agents to indemnify them against certain civil liabilities, including certain
liabilities under the Securities Act of 1933, or to contribute with respect to
payments that they may be required to make.
We may authorize underwriters, dealers or agents to solicit offers from
certain institutions where the institution contractually agrees to purchase the
debt securities from us on a future date at a specific price. This type of
contract may be made only with institutions that we specifically approve. These
institutions could include banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The underwriters, dealers
or agents will not be responsible for the validity or performance of these
contracts.
The debt securities will be new issues of securities with no established
trading market and unless specified in the applicable prospectus supplement will
not be listed on any securities exchange. It has not been established whether
the underwriters, if any, of any series of debt securities may make a market in
the debt securities they underwrite, but the underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of or the trading markets for the
debt securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for us in the ordinary
course of business.
LEGAL MATTERS
The validity of the debt securities will be passed upon for us by King &
Spalding LLP. Certain legal matters in connection with the debt securities will
be passed upon for the underwriters by Gibson, Dunn & Crutcher 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.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee........................................ $161,800
Printing expenses........................................... 20,000
Accounting fees and expenses................................ 25,000
Legal fees and expenses..................................... 75,000
Blue sky fees and expenses.................................. 5,000
Miscellaneous............................................... 5,000
--------
Total....................................................... $291,800
========
---------------
* All expenses, other than the registration fee, are estimated.
ITEM 15. 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 to which any person may be entitled under any bylaw, 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.
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.
Reference is made to the indemnity agreements contained in the Underwriting
Agreement listed as Exhibit 1.1 to the Registration Statement.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER
-------
1.1 -- Form of Underwriting Agreement.
4.1 -- Indenture, dated as of August 26, 2003, between United
Parcel Service, Inc. and Citibank, N.A.
4.2 -- Form of debt security (included in Exhibit 4.1)
5.1 -- Opinion of King & Spalding LLP.
12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of King & Spalding LLP (included in Exhibit 5.1).
25.1 -- Statement of Eligibility of the Trustee under the Trust
Indenture Act of 1939.
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 Securities and Exchange 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; and
(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 with or furnished
to the Securities and Exchange 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 this 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; and
(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 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
II-2
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.
(c) 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
Securities Act of 1933 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
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or Rule 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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 undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 27th day of August,
2003.
UNITED PARCEL SERVICE, INC.
By: /s/ MICHAEL L. ESKEW
------------------------------------
Name: Michael L. Eskew
Title: 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 Joseph R. Moderow 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 and on the date indicated.
/s/ D. SCOTT DAVIS Senior Vice President, Chief August 27, 2003
------------------------------------------------- Financial Officer and Treasurer
D. Scott Davis (Principal Financial and
Accounting Officer)
/s/ CALVIN DARDEN Senior Vice President and August 27, 2003
------------------------------------------------- Director
Calvin Darden
/s/ MICHAEL L. ESKEW Chairman and Chief Executive August 27, 2003
------------------------------------------------- Officer
Michael L. Eskew (Principal Executive Officer)
/s/ JAMES P. KELLY Director August 27, 2003
-------------------------------------------------
James P. Kelly
Director August , 2003
-------------------------------------------------
Ann M. Livermore
Director August , 2003
-------------------------------------------------
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, Secretary August 27, 2003
------------------------------------------------- and Director
Joseph R. Moderow
Director August , 2003
-------------------------------------------------
Victor A. Pelson
/s/ LEA N. SOUPATA Senior Vice President and August 27, 2003
------------------------------------------------- Director
Lea N. Soupata
/s/ ROBERT M. TEETER Director August 27, 2003
-------------------------------------------------
Robert M. Teeter
Director August , 2003
-------------------------------------------------
John W. Thompson
Director August , 2003
-------------------------------------------------
Carol Tome
/s/ THOMAS H. WEIDEMEYER Senior Vice President, Chief August 27, 2003
------------------------------------------------- Operating Officer and Director
Thomas H. Weidemeyer
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
------- -------------------
1.1 -- Form of Underwriting Agreement.
4.1 -- Indenture, dated as of August 26, 2003, between United
Parcel Service, Inc. and Citibank, N.A.
4.2 -- Form of debt security (included in Exhibit 4.1)
5.1 -- Opinion of King & Spalding LLP.
12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of King & Spalding LLP (included in Exhibit 5.1).
25.1 -- Statement of Eligibility of the Trustee under the Trust
Indenture Act of 1939.