EXHIBIT 4(V)
SUBSCRIPTION AGREEMENT-CASH PURCHASE
(Eligible Fiduciaries)
To subscribe to Units for a self-directed individual retirement account
("XXX"), both the eligible employee and the eligible fiduciary must complete,
sign, date and deliver an original of this Subscription Agreement and the
enclosures set forth below directly to United Parcel Service of America, Inc.,
c/o First Union National Bank at the address below.
FOR U.S. MAIL: FOR NEXT DAY AIR:
United Parcel Service of America, Inc. United Parcel Service of America, Inc. [_] Management-Managers Stock Trust
c/o First Union National Bank c/o Employee Shareholder Services CHECK ONE: [_] Hourly Union-Employees Stock
X.X.Xxx 41784 First Union National Bank Trust
Philadelphia, PA 19101-1784 PA 1204-ESS [_] Non- Union/ Non-Management-
Telephone:(000) 000-0000 000 Xxxxx Xxxxx Xxxxxx Employees Stock Trust
(000) 000-0000 Xxxxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen,
1. Purchase of Shares. The undersigned hereby subscribes to (not less
than 20 Units nor more than any limit on Units that is imposed from time to
time, together with the Units subscribed to by the employee whose name and
social security number is written below)_____Units on behalf of the account of
_________, each consisting of 1 share of United Parcel Service of America, Inc.
("UPS") Common Stock subscribed to from UPS and 1/4 share of Overseas Partners
Ltd ("OPL") Common Stock subscribed to from OPL, except as may be provided
below. If such number of Units is not evenly divisible by four, UPS and OPL may,
at their option, (i) reject this subscription in full; (ii) notify the
undersigned and allow the undersigned to remit such additional amount as
necessary to equal the aggregate price of an integral multiple of four Units; or
(iii) fulfill this subscription for the purchase of the maximum number of Units
wholly divisible by four for which payment has been received and refund any
excess monies to the undersigned.
The undersigned encloses a check or money order payable to the order of
"First Union National Bank" as Transfer Agent in the amount of $ , which
equals the product of the number of Units subscribed to hereby multiplied by
the sum of (i) the Current Price of a UPS share (as determined from the most
recent UPS Shareowners Letter) and (ii) one-fourth of the Current Price of an
OPL share (i.e. one-fourth of the net book value of an OPL share as determined
from OPL's most recently published Annual Report to Shareowners).
2. Election. In the event that UPS and OPL determine, in their
discretion, that there are not enough UPS or OPL shares available to satisfy the
undersigned's subscription for such shares contained in the Units, the
undersigned hereby authorizes UPS and OPL to do the following: (check one box)
[_] Substitute for such unavailable shares, to the fullest extent possible,
any available shares having a value equal to or less than the amount
the undersigned has remitted, and return the remainder (without
interest) to the undersigned.
[_] Fulfill this subscription to the fullest extent possible with available
Units and return to the undersigned the subscription amount intended
for the Units which are currently unavailable (without interest).
[_] Cancel this subscription Agreement and return to the undersigned all
amounts remitted herewith, without interest.
3. Authorizations and Delivery Instructions.
(a) The undersigned hereby authorizes UPS, as agent for the
undersigned, to deliver the UPS shares to which the undersigned
has subscribed (the "UPS Shares") to First Union National Bank
("First Union"), as Trustee of the UPS Managers Stock Trust (as
amended and restated), or the UPS Employees Stock Trust, as
applicable (in either case, the "Stock Trust"), to enable the
Trustee to hold the UPS Shares in accordance with the stock
Trust; and
(b) The undersigned hereby authorizes OPL, as agent for the
undersigned, to deliver the OPL shares to which the undersigned
has subscribed (the "OPL Shares") to First Union, as Custodian, to
be held as more fully described in the Prospectus.
4 Further Provisions. The undersigned acknowledges and agrees that:
(a) This subscription is not subject to transfer or assignment by the
undersigned;
(b) UPS and OPL each have the right, in their discretion, to accept or
reject the undersigned's subscription;
(c) The undersigned's subscription will become binding upon UPS and
OPL only upon acceptance by both UPS and OPL;
(d) The undersigned's rights with respect to refund of funds held by
First Union pending delivery of shares, withdrawal or rejection of
this subscription are as set forth in the Prospectus and will not
include interest thereon;
(e) The Units to which the undersigned has subscribed will be sold to
the undersigned at the Current Prices in effect at the time this
subscription is accepted by both UPS and OPL, which may be greater
or less than the Current Prices in effect at the date of this
Subscription Agreement, and the undersigned's rights with respect
to a change in the price of Units are as set forth in the
Prospectus;
(f) Upon acceptance by both UPS and OPL, the Subscription Agreement
shall be binding upon and inure to the benefit of the
undersigned's successors and assigns;
(g) The undersigned has read the Prospectus and is familiar with its
terms;
(h) If the undersigned has not yet executed and delivered to UPS a UPS
Managers Stock Trust Deposit Agreement or UPS Employees Stock
Trust Deposit Agreement ("Deposit Agreement"), the undersigned has
enclosed herewith a properly executed Deposit Agreement with
respect to the UPS Shares included in this Subscription Agreement.
The undersigned understands that if a Deposit Agreement is not on
file on behalf of the undersigned, this subscription will be
rejected by UPS; and
(i) This Subscription Agreement will be deemed to be a subscription
to UPS as to the UPS Shares and a subscription to OPL as to the
OPL Shares.
NOTE: All items below except the signature of the eligible employee and verifier
must be printed or typed. All signatures must be original. No photocopies will
be accepted.
_________________________________________ _____________________________
Name of eligible employee Name of eligible fiduciary
_________________________________________ _____________________________
Signature of eligible employee Authorized signatory
_________________________________________ _____________________________
Account number Address of eligible fiduciary
_________________________________________ _____________________________
Date City, State and Zip Code
_________________________________________ _____________________________
1/97 Social Security Number of Employee Date
