To: Mohan Marette who wrote (36 ) 7/29/1999 10:40:00 AM From: cgraham Respond to of 368
UPS Plans to Offer Shares to Public ATLANTA, July 21, 1999 - United Parcel Service of America, Inc. announced that its Board of Directors has decided to take steps to create a publicly traded equity security. This will provide the company with greater financial flexibility to respond to changes in global market conditions, including the ability to make significant strategic acquisitions in important markets around the world. The plan calls for about 10% of UPS's outstanding common stock to be sold in a public offering. The publicly offered shares will carry about 1% of the voting power, with the remaining 99% of the voting control retained by current shareowners. Mr. James P. Kelly, chairman and chief executive officer of UPS, said, "This is an historic step for UPS. We intend to remain the pre-eminent company in our industry and expand our role as an enabler of global commerce. A publicly traded stock will build on our financial strength as a triple-A rated company and give us more flexibility to pursue strategic opportunities around the world. This will allow us to better meet the changing needs of our customers for innovative new products and services UPS, founded in 1907, is the world's largest express carrier and largest package delivery company, serving more than 200 countries and territories. In 1998, UPS generated revenues of $24.8 billion from the delivery of more than three billion packages and documents worldwide. The company employs more than 330,000 people, serves daily over 1.6 million shipping customers worldwide, and has over 125,000 shareowners. "UPS's success has been built on our philosophy of employee ownership, which has aligned the interests of our employees and our shareowners. Under this plan, UPS will continue to be employee-owned and owner-managed, allowing us to preserve the best aspects of our culture while meeting the business challenges of the 21st century," Mr. Kelly added. UPS has filed a registration statement with the Securities and Exchange Commission (SEC) relating to the initial public offering. In addition, UPS has filed a proxy statement/prospectus with the SEC relating to a proposal to its current shareowners to facilitate the public offering, which will require the approval of a majority of UPS's currently outstanding shares. The plan would create class A common stock, which would have 10 votes per share and would be distributed to the current shareowners of UPS. New class B shares will also be created and will be offered in the public offering. The class B shares will have the same economic rights as class A shares, but will be entitled to one vote each. The company will seek to list the class B shares on the New York Stock Exchange. Except in limited circumstances, class A shares will be automatically converted into class B shares upon transfer or sale. After the public offering, UPS will be known as United Parcel Service, Inc. UPS plans to use the net proceeds of the initial public offering to fund a cash tender offer to all current shareowners. The company currently expects to launch the tender offer within several months after the public offering. UPS anticipates its public offering of shares will be completed by the end of 1999. Morgan Stanley Dean Witter and Tanner & Co., Inc. are acting as financial advisors to UPS in connection with this transaction. Morgan Stanley Dean Witter has been selected as the lead manager of the public offering. UPS is a leading global provider of specialized transportation and logistics services for major companies worldwide. UPS was chosen in a 1998 Fortune magazine survey as "The World's Most Admired Company" in the mail, package and freight industry and is headquartered in Atlanta, Ga. This press release includes forward-looking statements. Forward-looking statements include all statements that are not historical facts or that involve risks, uncertainties and assumptions, and include statements that use forward-looking terminology such as the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions. Actual results may differ materially from those expressed in these forward-looking statements. You should understand that many important factors could cause our results to differ materially from those expressed in forward-looking statements. These factors include UPS's competitive environment, economic and other conditions in the markets in which UPS operates, strikes, work stoppages and slowdowns, governmental regulations, UPS's year 2000 issues, year 2000 issues of third parties UPS works with, increases in aviation and motor fuel prices and cyclical and seasonal fluctuations in UPS's operating results. Additional factors are included in UPS's registration statement and proxy statement filed with the SEC. This press release is not an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any proxy or consent for any purpose. For more information, contact: Norman Black - UPS - 404-828-7593