UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 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):
May 15, 2005
United Parcel Service, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-15451 58-2480149
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification Number)
of incorporation)
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 828-6000
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Not applicable
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2005, United Parcel Service, Inc. (the "Company") entered into
an Agreement of Merger ("Agreement of Merger") with Overnite Corporation
("Overnite") and Olympic Merger Sub, Inc., an indirect wholly owned subsidiary
of the Company ("Merger Sub"). The Agreement of Merger provides that, upon the
terms and subject to the conditions set forth in the Agreement of Merger, Merger
Sub will be merged with and into Overnite, with Overnite as the surviving
corporation of the merger (the "Merger"). As a result of the Merger, Overnite
will become an indirect wholly owned subsidiary of the Company, and each
outstanding share of Overnite common stock will be converted into the right to
receive $43.25 in cash, without interest thereon, for an aggregate purchase
price of approximately $1.25 billion.
The Agreement of Merger contains customary representations, warranties and
covenants by each of the Company, Overnite and Merger Sub. Further, the closing
of the transaction is subject to Overnite shareholder and regulatory approval,
as well as other customary closing conditions. The transaction is expected to
close in the third quarter of 2005.
The foregoing description of the Agreement of Merger does not purport to be
complete and is qualified in its entirety by reference to the Agreement of
Merger, which is attached hereto as Exhibit 10.1.
Item 9.01 Exhibits.
(c) Exhibits
Exhibit No. Exhibit Description
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10.1 Agreement of Merger, dated as of May 15, 2005, among United
Parcel Service, Inc., Olympic Merger Sub, Inc. and Overnite
Corporation.
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: May 18, 2005 By: /s/ D. Scott Davis
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Name: D. Scott Davis
Title: Senior Vice President,
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.1 Agreement of Merger, dated as of May 15, 2005, among United
Parcel Service, Inc., Olympic Merger Sub, Inc. and Overnite
Corporation.