United Parcel Service of America - Page 52




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          holding an aggregate of 163,182,028 shares of common stock.  The            
          4,511,738 shares of OPL owned by petitioner represented 2.67                
          percent of the 168,870,300 shares in OPL on December 31, 1984.              
               During the years in issue, restrictions applied in the event           
          an OPL shareholder wanted to sell shares of OPL.  No outstanding            
          shares of OPL capital stock were transferable, except by gift or            
          inheritance, unless the shares were first offered for sale to               
          petitioner at the lower of the net book value of the OPL stock or           
          at the price and terms at which the OPL stock was offered to the            
          proposed transferee.  OPL shareholders were required to notify              
          petitioner's treasurer of the number of shares proposed to be               
          sold, the proposed price per share, the name and address of the             
          proposed transferee, and the terms of the proposed sale and                 
          provide a statement of the proposed transferee that the                     
          information contained in the notice was true and correct.  OPL              
          shareholders had the right to pledge OPL stock but were not                 
          allowed to transfer the stock upon foreclosure without                      
          petitioner's having first been offered the option to purchase the           
          stock.                                                                      
                    2.  1984 and Years Following                                      
                         a.   General                                                 
               For the taxable year ending December 31, 1984, excess value            
          amounts billed to regular shippers and collected from other                 
          shippers were not included in petitioner's reported taxable                 





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