Securities Law & Instruments


Clause 104(2)(c) - Issuer bid made by non-reporting U.S. company with 626securityholders in Ontario holding approximately 0.12% of the total issued andoutstanding securities subject to the issuer bid - Relief from issuer bid requirementsgranted provided that issuer bid is effected in accordance with applicable U.S. laws(other than those relating to proportionate take-up) and that all materials sent to U.S.securityholders is sent to Ontario securityholders and filed with the Commission.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 95, 96, 97, 98, 100 and 104(2)(c).

U.S. Securities Exchange Act of 1934.

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")



(Clause 104(2)(c))

UPON the application of United Parcel Service, Inc. ("UPS") to the OntarioSecurities Commission (the "Commission") for an order pursuant to clause 104(2)(c) of theAct exempting UPS from the requirements of sections 95, 96, 97, 98 and 100 of the Act inconnection with UPS's proposed issuer bid (the "Bid") under which UPS proposes to offerto purchase 15-30% of the issued and outstanding Class A-1 common stock (the "ClassA-1 Shares") of UPS;

AND UPON considering the application and the recommendation of the staff of theCommission:

AND UPON UPS having represented to the Commission as follows:

1. UPS is a corporation organized and existing under the law of the State of Delaware.

2. UPS is not and has no current intention of becoming a reporting issuer under theAct or the securities legislation of any province or territory of Canada.

3. UPS is subject to the requirements of the Securities Exchange Act of 1934 (the"1934 Act") and is not exempt from the reporting requirements of the 1934 Actunder any rule.

4. The authorized capital of UPS consists of: (a) 1,533,333,333 Class A-1 Shares, parvalue $0.1 per share; (b) 1,533,333,333 Class A-2 common stock, par value $0.1per share; (c) 1,533,333,334 Class A-3 common stock, par value $0.1 per share;(d) 5,600,000,000 Class B common stock, par value $0.1 per share (the "Class BShares"); and (e) 200,000,000 preferred stock, par value $0.1 per share.

5. As of January 28, 2000, there were approximately 364,764,983 Class A-1 Sharesissued and outstanding.

6. Holders of Class A-1 Shares in Ontario are primarily employees and retiredemployees of UPS and persons and foundations to which employees and retiredemployees have transferred Class A-1 Shares.

7. As of January 24, 2000, there were 626 registered holders of Class A-1 Shares onthe books of UPS with addresses in Ontario (the "Ontario Shareholders"), with theOntario Shareholders holding in the aggregate approximately 430,263 Class A-1Shares (representing approximately 0.12% of the then issued and outstandingClass A-1 Shares).

8. The Class B Shares are listed on the New York Stock Exchange (the "NYSE") andare the only securities of UPS that are listed on a national stock exchange.

9. The Class B Shares were listed on the NYSE on November 10, 1999, in connectionwith UPS's initial public offering of Class B Shares (the "IPO"). The IPO was partof a capital reorganization under which UPS became the successor corporationupon a merger between United Parcel Service of America, Inc. ("UPSA") and awholly-owned subsidiary of UPSA.

10. Using the proceeds realized on the IPO and in furtherance of its corporatereorganization, UPS has proposed to make the Bid. As a reporting issuer subjectto the rules of the 1934 Act, the Bid will be made in compliance with the 1934 Actand the rules of the United States Securities and Exchange Commission (the"SEC"). UPS has obtained no action relief from the SEC to permit UPS to acquirea stated percentage of Class A-1 Shares under the Bid from any one shareholder,rather than purchasing Class A-1 Shares on a pro rata basis if a shareholdertenders more than the maximum number.

11. All material relating to the Bid that is sent to holders of Class A-1 Shares injurisdictions other than Ontario, will be concurrently sent to the OntarioShareholders and filed with the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest:

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that UPS is exempt fromthe requirements of sections 95, 96, 96, 97, 98 and 100 of the Act in respect of the Bid,provided that:

(a) the Bid, including any amendment thereto is made in compliance with therequirements of applicable United States securities laws, other than therequirements of applicable United States securities laws relating to theproportionate take-up of securities tendered to an issuer bid;


(b) all materials relating to the Bid that are sent to the holders of Class A-1Shares in jurisdictions other than Ontario are sent concurrently to theOntario Shareholders; and


(c) copies of such materials are filed concurrently with the Commission.

February 4th, 2000.

"Howard I. Wetston"     "R. Stephen Paddon"