SC 13D 1 g66574sc13d.txt FIRST INTERNATIONAL BANCORP, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* First International Bancorp, Inc. -------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE -------------------------------------- (Title of class of securities) 32054Q100 ------------ (CUSIP Number) Joseph R. Moderow Senior Vice President United Parcel Service, Inc. 55 Glenlake Parkway, NE Atlanta, Georgia 30328 (404) 828-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 2001 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) 2 CUSIP NO. 32054Q100 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) United Parcel Service, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER 4,392,742 (1) OWNED BY EACH 9. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 4,392,742 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,742 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.0% (2) 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 10 Pages Exhibit Index on Page 8 3 CUSIP NO. 32054Q100 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Stag Merger Company, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER 4,392,742 (1) OWNED BY EACH 9. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 4,392,742 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,742 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.0% (2) 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Reflects 4,392,742 shares of the common stock, $.10 par value, of First International Bancorp, Inc. ("Issuer") that are subject to voting agreements among United Parcel Service, Inc., Stag Merger Company, Inc. and certain holders of Issuer's common stock, all as more fully described in this Statement on Schedule 13D. (2) Based on Issuer's representation that 8,283,223 shares of the Issuer's common stock are outstanding as of January 15, 2001 set forth in the Agreement and Plan of Merger, dated as of January 15, 2001 by and among United Parcel Service, Inc., First International Bancorp, Inc. and Stag Merger Company, Inc. (the "Merger Agreement"). Page 3 of 10 Pages Exhibit Index on Page 8 4 ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Statement") relates to the common stock, par value $.10 per share (the "Common Stock," an individual share of which is a "Share"), of First International Bancorp, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 280 Trumbull Street, Hartford, Connecticut 01630. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by United Parcel Service, Inc. ("UPS"), a Delaware corporation having its principal executive offices located at 55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404) 828-6000, and its wholly owned subsidiary, Stag Merger Company, Inc. ("Sub"), a Delaware corporation having its principal executive offices at the same address and phone number. UPS, together with its subsidiaries, is the world's largest express carrier and package delivery company, serving more than 200 countries and territories around the globe. Certain information with respect to the directors and executive officers of UPS and Sub is set forth in Schedule A attached hereto, including, to the best of UPS's and Sub's knowledge, each director's and executive officer's business address, present principal occupation or employment, citizenship and other information. Neither UPS, Sub nor, to the best of their respective knowledge, any director, executive officer or controlling person of UPS or Sub has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any of UPS, Sub or any director, executive officer or controlling person of UPS or Sub was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As described in Item 4 (which response is incorporated herein by reference), the shares of Common Stock to which this statement on Schedule 13D relates have not been purchased by UPS or Sub. In connection with, and as a condition to, UPS and Sub entering into the Merger Agreement, certain holders of the Common Stock, who also are officers and directors of Issuer, trusts created for the benefit of such officers, directors, and their respective families, and spouses of such officers and directors have entered into the Voting Agreements listed in Item 7, pursuant to which such stockholders have agreed to vote their shares of Common Stock in favor of adoption of the Merger Agreement and the transactions contemplated therein and, subject to certain exceptions, not to dispose of such shares. ITEM 4. PURPOSE OF TRANSACTION. As stated above, each of the Voting Agreements was executed and delivered in connection with the execution of the Merger Agreement. Each of UPS and Sub entered into the Voting Agreements in order to help ensure the consummation of the merger contemplated by the Merger Agreement. UPS currently anticipates that it will acquire all of the outstanding common stock of the Issuer as a result of the merger. The descriptions herein of the Voting Agreements and the Merger Agreement are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 99(b) through 99(j) and 99(k) respectively, to this Schedule 13D, and which are specifically incorporated herein by reference in their entirety. Other than as described above, UPS has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although UPS reserves the right to develop such plans. Page 4 of 10 Pages Exhibit Index on Page 8 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. 4,392,742 Shares (representing 53.0% of the issued and outstanding Common Stock) are subject to the Voting Agreements and, therefore, may be deemed to be beneficially owned both by the respective stockholders of Issuer that are parties to the Voting Agreements and UPS and Sub. Inasmuch as the Voting Agreements are each limited to the vote of such shares with respect to the Merger Agreement and certain related matters, the respective stockholders of the Issuer that are parties to the Voting Agreements and each of UPS and Sub have shared power to vote or to direct the vote with respect to such Shares. The Voting Agreements provide, subject to certain exceptions, that the stockholders party thereto may not dispose of their Shares without the consent of UPS and Sub. Such stockholders and UPS and Sub, therefore, have shared power to dispose or direct the disposition of such shares. Except as described herein neither UPS, Sub nor, to the best of UPS's or Sub's knowledge, any other person referred to in Schedule A attached hereto, beneficially owns or has acquired or disposed of any Shares during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the Merger Agreement and the Voting Agreements, none of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit Description ------- ----------- 99(a) Joint Filing Agreement 99(b) Voting Agreement dated as of January 15, 2001 by and among Arnold L. Chase, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(c) Voting Agreement dated as of January 15, 2001 by and among Arnold L. Chase Family Spray Trust, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(d) Voting Agreement dated as of January 15, 2001 by and among The Cheryl A. Chase Accumulation Trust I and The Cheryl A. Chase Accumulation Trust II, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(e) Voting Agreement dated as of January 15, 2001 by and among Cheryl A. Chase, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(f) Voting Agreement dated as of January 15, 2001 by and among The Cheryl Anne Chase Family Spray Trust, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(g) Voting Agreement dated as of January 15, 2001 by and among Brett N. Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc.

Page 5 of 10 Pages Exhibit Index on Page 8 6 99(h) Voting Agreement dated as of January 15, 2001 by and among Nancy W. Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(i) Voting Agreement dated as of January 15, 2001 by and among The Silvers Family Trust f/b/o Rebecca Anne Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(j) Voting Agreement dated as of January 15, 2001 by and among The Silvers Family Trust f/b/o Claudia Belle Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(k) Agreement and Plan of Merger dated as of January 15, 2001 by and among First International Bancorp, Inc., United Parcel Service, Inc. and Stag Merger Company, Inc. Page 6 of 10 Pages Exhibit Index on Page 8 7 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 25, 2001 United Parcel Service, Inc. By: /s/ Joseph P. Moderow ---------------------------------- Name: Joseph P. Moderow Title: Senior Vice President Stag Merger Company, Inc. By: /s/ Robert J. Bernabucci ---------------------------------- Name: Robert J. Bernabucci Title: President Page 7 of 10 Pages Exhibit Index on Page 8 8 EXHIBIT INDEX

Exhibit Description ------- ----------- 99(a) Joint Filing Agreement 99(b) Voting Agreement dated as of January 15, 2001 by and among Arnold L. Chase, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(c) Voting Agreement dated as of January 15, 2001 by and among Arnold L. Chase Family Spray Trust, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(d) Voting Agreement dated as of January 15, 2001 by and among The Cheryl A. Chase Accumulation Trust I and The Cheryl A. Chase Accumulation Trust II, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(e) Voting Agreement dated as of January 15, 2001 by and among Cheryl A. Chase, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(f) Voting Agreement dated as of January 15, 2001 by and among The Cheryl Anne Chase Family Spray Trust, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(g) Voting Agreement dated as of January 15, 2001 by and among Brett N. Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(h) Voting Agreement dated as of January 15, 2001 by and among Nancy W. Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(i) Voting Agreement dated as of January 15, 2001 by and among The Silvers Family Trust f/b/o Rebecca Anne Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(j) Voting Agreement dated as of January 15, 2001 by and among The Silvers Family Trust f/b/o Claudia Belle Silvers, United Parcel Service, Inc., and Stag Merger Company, Inc. 99(k) Agreement and Plan of Merger dated as of January 15, 2001 by and among First International Bancorp, Inc., United Parcel Service, Inc. and Stag Merger Company, Inc.

Page 8 of 10 Pages Exhibit Index on Page 8 9 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF UNITED PARCEL SERVICE, INC. Set forth below is the name, business address and present occupation or employment of each director and executive officer of United Parcel Service, Inc. Each such person is a citizen of the United States. The business address of each executive such person is c/o United Parcel Service, Inc., 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. An asterisk next to a name indicates that such person is a director.

PRINCIPAL OCCUPATION NAME OR EMPLOYMENT John J. Beystehner Senior Vice President and Marketing Group Manager William H. Brown, III* Senior Counsel to the law firm of Schnader Harrison Segal & Lewis LLP in Philadelphia, Pennsylvania Calvin Darden Senior Vice President and U.S. Operations Manager D. Scott Davis UPS Senior Vice President, Treasurer and Chief Financial Officer John A. Duffy Senior Vice President and Corporate Strategy Group Manager Michael L. Eskew* UPS Vice Chairman and Executive Vice President James P. Kelly* UPS Chairman of the Board and Chief Executive Officer Kenneth W. Lacy Senior Vice President and Chief Information Officer Ann M. Livermore* Vice President of Hewlett-Packard Company Gary E. MacDougal* Former Chairman of the Board and Chief Executive Officer of Mark Controls Corporation Christopher D. Mahoney Senior Vice President, Transportation Group Manager and Labor Relations Manager Joseph R. Moderow* UPS Senior Vice President, Secretary and Legal and Public Affairs Group Manager Kent C. ("Oz") Nelson* Former UPS Chairman of the Board and Chief Executive Officer Victor A. Pelson* Senior Advisor, Warburg Dillon Read, LLC Joseph M. Pyne Senior Vice President and Corporate Development Group Manager

Page 9 of 10 Pages Exhibit Index on Page 8 10

PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Lea N. Soupata* UPS Senior Vice President and Human Resources Group Manager Robert M. Teeter* President of Coldwater Corporation Ronald G. Wallace Senior Vice President and President -- International Operations Thomas H. Weidemeyer* UPS Senior Vice President and Chief Operating Officer

DIRECTORS AND EXECUTIVE OFFICERS OF STAG MERGER COMPANY, INC. Set forth below is the name, business address and present occupation or employment of each director and executive officer of Stag Merger Company, Inc. Each such person is a citizen of the United States. The business address of each such person is c/o United Parcel Service, Inc., 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. An asterisk next to a name indicates that such person is a director.

PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Robert J. Bernabucci President and CEO - UPS Capital Corporation Michael G. Bryant Senior Vice President and Treasurer - UPS Capital Corporation Phillip W. Chritton Senior Vice President and Secretary - UPS Capital Corporation D. Scott Davis* Senior Vice President, Treasurer and Chief Financial Officer - UPS Michael L. Eskew* Vice Chairman and Executive Vice President - UPS Joseph R. Moderow* Senior Vice President, Secretary and Legal and Public Affairs Group Manager - UPS Joseph M. Pyne* Senior Vice President and Corporate Development Group Manager - UPS Michael Tobin Senior Vice President - UPS Capital Corporation

Page 10 of 10 Pages Exhibit Index on Page 8