United Parcel Service of America - Page 47




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               UPSINCO was incorporated in Bermuda as a wholly owned                  
          subsidiary of petitioner on June 28, 1983.  UPSINCO was                     
          registered as an exempted company pursuant to the provisions of             
          section 13 of the Companies Act of 1970, under the laws of                  
          Bermuda.  On June 28, 1983, the first meeting of the provisional            
          board of directors of UPSINCO was held.  The provisional                    
          directors of UPSINCO were listed as Messrs. John A. Ellison,                
          director, C.F.A. Cooper, and N.B. Dill, Jr.  UPSINCO was                    
          incorporated with initial capital of $1.2 million and had 12                
          million shares of capital stock.  Initial ownership of the stock            
          of UPSINCO was as follows:                                                  
               Name                          No. of Shares                            
               United Parcel Service                                                  
               of America, Inc.              1,199,994                                
               Walter E. Danielewski              1                                   
               Kenneth L. Johnson                 1                                   
               Jerome D. Stein                    1                                   
               John Ellison                       1                                   
               H.C. Butterfield                   1                                   
               R.S.L. Pearman                     1                                   
               On July 14, 1983, the shareholders of UPSINCO held their               
          first general meeting in which they elected a board of directors.           
          The elected board of directors consisted of five people.  Three             
          of the five directors elected, Messrs. Danielewski, Johnson, and            
          Stein, were also employees of petitioner.  The remaining two                
          elected directors, Messrs. Ellison and Butterfield, were                    


               18(...continued)                                                       
          claims in excess of $100 paid to petitioner's shippers.                     




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