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):
November 17, 2006
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-15451 58-2480149
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification Number)
of incorporation)
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 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):
[ ] 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 November 17, 2006, United Parcel Service, Inc. (the "Company") entered
into a Selling Agent Agreement, dated as of November 17, 2006 (the "Selling
Agent Agreement"), with LaSalle Financial Services, Inc., Charles Schwab & Co.,
Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Samuel A. Ramirez & Co., Inc.,
Muriel Siebert & Co., Inc., UBS Securities LLC and Wachovia Securities LLC
(collectively, the "Agents"), with respect to the offer and sale by the Company
of up to $500,000,000 aggregate principal amount of notes (the "Notes") with
maturities of 9 months or more from the date of issuance. As of November 17,
2006, the Company had sold an aggregate principal amount of $126,340,000 of
Notes. Accordingly, the Company may offer and sell up to an additional
aggregate principal amount of $373,660,000 of Notes under this program. The
Notes will be issued pursuant to an Indenture, dated as of August 26, 2003
(the "Indenture") between the Company and Citibank, N.A., as Trustee. The
Company has reserved the right to sell up to $50,000,000 aggregate principal
amount of Notes directly or indirectly through selling agents other than the
Agents.
The Notes will have the maturity ranges, interest rates and other terms set
forth in the prospectus filed by the Company with respect to the Notes on
November 17, 2006, as it may be amended and supplemented from time to time by
the Company in accordance with the Indenture, and the terms agreements between
LaSalle Financial Services, Inc. and the Company. The Selling Agent Agreement
sets forth, among other things, that the Agents will purchase the Notes from the
Company at the public offering price, less a discount, which will vary depending
on the maturity of the Notes and which shall not exceed the concessions set
forth in the Selling Agent Agreement. The Selling Agent Agreement includes
customary representations, warranties and covenants by the Company. It also
provides for customary indemnification by each of the Company and the Agents
against certain liabilities arising out of or in connection with the sale of the
Notes and customary contribution provisions in respect of those liabilities. The
Company reserves the right, in its sole discretion, to suspend solicitation of
offers to purchase Notes at anytime for any period of time or permanently.
The Agents and their affiliates have provided and in the future may
continue to provide various financial advisory, cash management, investment
banking, commercial banking and other financial services to the Company in the
ordinary course of business for which they have received and will receive
customary compensation.
The foregoing description of the material terms of the Selling Agent
Agreement is qualified in its entirety by reference to the Selling Agent
Agreement, which is attached hereto as Exhibit 10.1 to this report and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
5.1 Legal Opinion of King & Spalding LLP, dated November 17, 2006, as to the
validity of the Notes.
10.1 Selling Agent Agreement, dated November 17, 2006, among the registrant,
LaSalle Financial Services, Inc., Charles Schwab & Co., Inc., Citigroup
Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Samuel A. Ramirez & Co., Inc., Muriel
Siebert & Co., Inc., UBS Securities LLC and Wachovia Securities LLC
23.1 Consent of King & Spalding LLP
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: November 21, 2006 By: /s/ D. Scott Davis
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Name: D. Scott Davis
Title: Senior Vice President, Treasurer
and Chief Financial Officer
EXHIBIT INDEX
5.1 Legal Opinion of King & Spalding LLP, dated November 17, 2006, as to the
validity of the Notes.
10.1 Selling Agent Agreement, dated November 17, 2006, among the registrant,
LaSalle Financial Services, Inc., Charles Schwab & Co., Inc., Citigroup
Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Samuel A. Ramirez & Co., Inc., Muriel
Siebert & Co., Inc., UBS Securities LLC and Wachovia Securities LLC
23.1 Consent of King & Spalding LLP