EXHIBIT 99
UPS QUALIFIED STOCK OWNERSHIP PLAN AND TRUST
Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of
UNITED PARCEL SERVICE OF AMERICA, INC.
Solicited on Behalf of the Board of Directors
FIRST UNION NATIONAL BANK
P.O. Box 41784
Philadelphia, PA 19101-1784
Ladies and Gentlemen:
In connection with the special meeting of shareowners of United Parcel
Service of America, Inc. to be held in Wilmington, Delaware, on October __,
1999, you are hereby instructed and directed to deliver a proxy to James P.
Kelly and Joseph R. Moderow, or either of them, with power of substitution,
instructing and authorizing them to vote all shares that you are holding for the
benefit of the undersigned in the UPS Qualified Stock Ownership Plan and Trust
as of August 30, 1999, as follows:
1. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the Agreement and Plan of Merger, dated as of September __, 1999, among United
Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger
Subsidiary, Inc.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the United Parcel Service, Inc. Incentive Compensation Plan
and in their discretion upon such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
--- [Reverse of Card] ---
This Letter of Instructions to Execute Proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareowner. If no
direction is made, the Proxy will be voted in the same proportion as the stock
allocated under the UPS Qualified Stock Ownership Plan and Trust for which
Letters of Instruction to Execute Proxy are received and voted.
________________________________ ___________________________________
SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY
appears hereon) For joint accounts, all co-owners must
sign. Executors, administrators,
custodians, trustees, etc. should so
indicate when signing.
Dated this ________ day of ____________, 1999.
UNITED PARCEL SERVICE OF AMERICA, INC.
This Proxy is Solicited on Behalf of the Board of Directors
Proxy for Special Meeting of Shareowners -- October __, 1999
United Parcel Service of America, Inc.
ATTN: Secretary
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
The undersigned hereby appoints JAMES P. KELLY and JOSEPH R. MODEROW, or
either of them, with power of substitution, as attorneys and proxies to vote all
of the shares of stock outstanding in the name of the undersigned as of August
30, 1999 at the special meeting of shareowners of United Parcel Service of
America, Inc. to be held at The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801 on October __, 1999, and at any or all adjournments
thereof; and the undersigned hereby instructs and authorizes said attorneys to
vote as follows:
1. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the Agreement and Plan of Merger, dated as of September __, 1999, among United
Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger
Subsidiary, Inc.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the United Parcel Service, Inc. Incentive Compensation Plan
and in their discretion upon such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
--- [Reverse of Card] ---
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareowner. If no direction is made, this Proxy will be voted
FOR Proposals 1 and 2.
_________________________________ __________________________________
SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY
appears hereon) For joint accounts, all co-owners must
sign. Executors, administrators,
custodians, trustees, etc. should so
indicate when signing.
Dated this ________ day of ____________, 1999.
UPS STOCK TRUSTS
Which include the following: The UPS Stock Trust, UPS Managers Stock Trust and
the UPS Employees Stock Trust
Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of
UNITED PARCEL SERVICE OF AMERICA, INC.
Solicited on Behalf of the Board of Directors
FIRST UNION NATIONAL BANK
P.O. Box 41784
Philadelphia, PA 19101-1784
Ladies and Gentlemen:
In connection with the special meeting of shareowners of United Parcel
Service of America, Inc. to be held in Wilmington, Delaware, on October __,
1999, you are hereby instructed and directed to deliver a proxy to James P.
Kelly and Joseph R. Moderow, or either of them, with power of substitution,
instructing and authorizing them to vote all shares that you are holding for the
benefit of the undersigned in the various UPS Stock Trusts as of August 30,
1999, as follows:
1. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the Agreement and Plan of Merger, dated as of September __, 1999, among United
Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger
Subsidiary, Inc.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the United Parcel Service, Inc. Incentive Compensation Plan
and in their discretion upon such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
In addition, with regard to the termination of each of the Stock Trust or
Trusts under which you hold shares for the benefit of the undersigned, the
undersigned hereby votes all shares you are holding for the benefit of the
undersigned under the Stock Trust or Trusts as of August 30, 1999 as follows:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
--- [Reverse of Card] ---
This Letter of Instructions to Execute Proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareowner. If no
direction is made, the Proxy will be voted FOR Proposals 1 and 2.
________________________________ _________________________________
SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY
appears hereon) For joint accounts, all co-owners must
sign. Executors, administrators,
custodians, trustees, etc. should so
indicate when signing.
Dated this ________ day of ____________, 1999.
ANNIE E. CASEY FOUNDATION
STOCK COMPENSATION PLAN
Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of
UNITED PARCEL SERVICE OF AMERICA, INC.
Solicited on Behalf of the Board of Directors
FIRST UNION NATIONAL BANK
P.O. Box 41784
Philadelphia, PA 19101-1784
Ladies and Gentlemen:
In connection with the special meeting of shareowners of United Parcel
Service of America, Inc. to be held in Wilmington, Delaware, on October __,
1999, you are hereby instructed and directed to deliver a proxy to James P.
Kelly and Joseph R. Moderow, or either of them, with power of substitution,
instructing and authorizing them to vote all shares that you are holding for the
benefit of the undersigned as of August 30, 1999, as follows:
1. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the Agreement and Plan of Merger, dated as of __________, 1999, among United
Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger
Subsidiary, Inc.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
the United Parcel Service, Inc. Incentive Compensation Plan
and in their discretion upon such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
--- [Reverse of Card] ---
This Letter of Instructions to Execute Proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareowner. If no
direction is made, the Proxy will be voted FOR Proposals 1 and 2.
_________________________________ __________________________________
SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY
appears hereon) For joint accounts, all co-owners must
sign. Executors, administrators,
custodians, trustees, etc. should so
indicate when signing.
Dated this ________ day of ____________, 1999.