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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Motor Cargo Industries, Inc.
(Name of Subject Company)
Motor Cargo Industries, Inc.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(Title of Class of Securities)
CUSIP NO. 619907 10 8
(CUSIP Number of Class of Securities)
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Marvin L. Friedland, Esq.
Vice President and General Counsel
Motor Cargo Industries, Inc.
845 West Center Street
North Salt Lake, UT 84054
(801) 936-1111
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
With a copy to:
Reed W. Topham, Esq.
Stoel Rives LLP
201 South Main Street, Suite 1100
Salt Lake City, UT 84111
(801) 328-3131
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on October 31, 2001 (the "Schedule 14D-9") by
Motor Cargo Industries, Inc., a Utah corporation ("Motor Cargo"), relating to
the offer by Union Pacific Corporation, a Utah corporation ("Union Pacific"), to
exchange all outstanding shares of Motor Cargo common stock for (i) 0.26 of a
share of Union Pacific common stock (ii) $12.10 in cash or (iii) a combination
of both, upon the terms and subject to the conditions set forth in the
Preliminary Prospectus, dated October 31, 2001, and the related Letter of
Election and Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"). The Offer is disclosed in a Tender Offer
Statement on Schedule TO, dated October 31, 2001, filed by Union Pacific with
the Securities and Exchange Commission.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following after the final paragraph under the heading "United States
Antitrust Compliance":
"On November 13, 2001, Motor Cargo issued a press release announcing that
the Department of Justice and the Federal Trade Commission had granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the Offer. A copy of
the press release is filed as Exhibit (a)(6) hereto and incorporated herein by
reference."
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit:
"(a)(6) Press Release issued by Motor Cargo on November 13, 2001."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MOTOR CARGO INDUSTRIES, INC.
By: /s/ Lynn H. Wheeler
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Lynn H. Wheeler
Vice President of Finance and
Chief Financial Officer
Dated: November 13, 2001
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INDEX TO EXHIBITS
Exhibit No. Description
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(a)(1) Preliminary Prospectus dated October 31, 2001 (incorporated by
reference to Exhibit (a)(1) to the Schedule TO of Union Pacific
filed on October 31, 2001).
(a)(2) Letter of Election and Transmittal (incorporated by reference to
Exhibit (a)(2) to the Schedule TO of Union Pacific filed on
October 31, 2001).
(a)(3) Letter to holders of Motor Cargo common stock, dated October 31,
2001.**
(a)(4) Joint Press Release issued by Union Pacific and Motor Cargo on
October 15, 2001 (incorporated by reference to Exhibit 99.1 to
Motor Cargo's Current Report on Form 8-K filed on October 16,
2001).
(a)(5) Opinion of Morgan Keegan & Company, Inc., dated October 15,
2001.**
(a)(6) Press Release issued by Motor Cargo on November 13, 2001.*
(e)(1) Agreement and Plan of Merger, dated as of October 15, 2001, by
and among Motor Cargo, Union Pacific and Merger Subsidiary
(incorporated by reference to Exhibit 2.1 to Union Pacific's
Current Report on Form 8-K filed on October 16, 2001).
(e)(2) Shareholder Agreement, dated October 15, 2001, between Union
Pacific and Harold R. Tate (incorporated by reference to Exhibit
99.2 to Union Pacific's Current Report on Form 8-K filed on
October 16, 2001).
(e)(3) Shareholder Agreement, dated October 15, 2001, between Union
Pacific and Marvin L. Friedland (incorporated by reference to
Exhibit 99.3 to Union Pacific's Current Report on Form 8-K filed
on October 16, 2001).
(e)(4) Confidentiality Agreement, dated March 7, 2001, between Overnite
Transportation Company and Morgan Keegan & Company, Inc., as
agent for Motor Cargo.**
(e)(5) Information Statement of Motor Cargo, dated October 31, 2001.**
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* Filed herewith.
** Filed previously.
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