SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
MOTOR CARGO INDUSTRIES, INC.
(Name of Subject Company (Issuer))
UNION PACIFIC CORPORATION
(Names of Filing Persons (Offeror))
Common Stock, No Par Value
(Title of Class of Securities)
619907108
(CUSIP Number of Class of Securities)
Carl W. von Bernuth
Senior Vice President, General Counsel
and Secretary
Union Pacific Corporation
1416 Dodge Street
Omaha, NE 68179
(402) 271-5777
(Name, address and telephone number
of person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Paul T. Schnell, Esq.
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
[__] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X ] third-party tender offer subject to Rule 14d-1.
[__] issuer tender offer subject to Rule 13e-4.
[__] going-private transaction subject to Rule 13e-3.
[__] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [__]
Amendment No. 1 to Schedule TO
This Amendment No. 1 to the Tender Offer Statement on
Schedule TO (the "Schedule TO"), filed initially with the Securities and
Exchange Commission on October 31, 2001, relates to the offer by Union
Pacific Corporation, a Utah corporation ("Union Pacific"), to exchange each
outstanding share of common stock of Motor Cargo Industries, Inc. ("Motor
Cargo"), no par value (collectively, the "Shares"), for either (i) 0.26 of
a share of common stock, par value $2.50 per share, of Union Pacific
("Union Pacific Stock"), or (ii) $12.10 in cash, at the election of the
holder of each Share and upon the terms and subject to the conditions set
forth in the Preliminary Prospectus, dated October 31, 2001 (the
"Preliminary Prospectus"), and in the related Letter of Election and
Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2)
respectively to the Schedule TO (the Letter of Election and Transmittal
together with the Preliminary Prospectus, as each may be amended or
supplemented from time to time, collectively constitute the "Offer").
Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Preliminary Prospectus.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and
supplemented to add to the end the following:
"Union Pacific and Motor Cargo were granted early
termination of the waiting period imposed by the HSR Act on November 9,
2001 by the Department of Justice and the Federal Trade Commission, thereby
satisfying one of the conditions to the Offer."
SIGNATURE
After due 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.
UNION PACIFIC CORPORATION
By: /s/Carl W. von Bernuth, Esq.
-------------------------------
Name: Carl W. von Bernuth, Esq.
Title: Senior Vice President,
General Counsel and Secretary
Dated: November 13, 2001