SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
(Amendment No. 4)
Final Amendment
MOTOR CARGO INDUSTRIES, INC.
(Name of Issuer)
UNION PACIFIC CORPORATION
MOTOR CARGO INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(Title of Class of Securities)
619907108
(Cusip Number of Class of Securities)
Carl W. von Bernuth, Esq.
Senior Vice President, General Counsel and Secretary
James J. Theisen, Jr., Esq.
Senior Corporate Counsel and Assistant Secretary
Union Pacific Corporation
1416 Dodge Street
Omaha, Nebraska 68179
Telephone: (402) 271-5777
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
with copies to:
Paul T. Schnell, Esq.
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
This statement is filed in connection with (check the appropriate
box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
Check the following box if this is a final amendment reporting the
results of the transaction. [x]
INTRODUCTION
This Amendment No. 4 on Schedule 13E-3 (the "Final Amendement") is
being filed by Union Pacific Corporation, a Utah corporation ("Union
Pacific") and Motor Cargo Industries, Inc. (formerly Motor Merger
Co.("Merger Subsidiary")), a Utah corporation and a wholly-owned subsidiary
of Union Pacific (the "Company"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
13e-3 thereunder and amends the Transaction Statement on Schedule 13E-3 (as
amended hereby and by Amendments No. 1, No. 2 and No. 3 thereto, the
"Statement") filed by Union Pacific, Merger Subsidiary and the Company.
This Statement is being filed in connection with a short-form merger (the
"Merger") of the Company with and into Merger Subsidiary, pursuant to
Section 16-10a-1104 of the Utah Revised Business Corporation Act (the
"URBCA").
The purpose of this Final Amendment is to report the results of
the Merger pursuant to Rule 13e-3(d)(3).
TRANSACTION STATEMENT
ITEM 15. ADDITIONAL INFORMATION
Union Pacific acquired 6,801,327 shares of common stock, no par
value (the "Shares"), of the Company on November 30, 2001 following Union
Pacific's offer to exchange all of the Company's outstanding common stock
for (a) 0.26 of a share of Union Pacific common stock or (b) $12.10 in cash
for each of the Shares (the "Offer"). The Offer was effected pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of October
15, 2001, by and among the Company, Union Pacific and Merger Subsidiary. As
contemplated by the Merger Agreement, immediately prior to the consummation
of the Merger, Union Pacific contributed such 6,801,327 Shares to Merger
Subsidiary.
On February 14, 2002, Merger Subsidiary filed articles of merger
with the Utah Department of Commerce, Division of Corporations and
Commercial Code, pursuant to which the Company was merged with and into
Merger Subsidiary. The Merger became effective upon the filing of the
articles of merger, at which time each outstanding Share was cancelled and
each outstanding Share not held by Union Pacific, Merger Subsidiary or a
shareholder of the Company who properly exercises statutory dissenters'
rights under the URBCA was automatically converted into the right to
receive $12.10 per Share in cash, without interest, upon surrender of the
certificate for such Share to Wells Fargo Bank Minnesota, N.A. Instructions
with regard to the surrender of stock certificates, together with a
description of statutory dissenters' rights, are set forth in a Notice of
Merger and Dissenters' Rights and a Letter of Transmittal, which documents
have been mailed to former shareholders of record of the Company.
As a result of the Merger, Union Pacific is the only shareholder
of Merger Subsidiary and owns 100% of the business of the Company. On
February 14, 2002, the Shares were delisted from the Nasdaq National
Market. Merger Subsidiary filed a Form 15 with the Securities and Exchange
Commission on February 14, 2002.
SIGNATURES
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: February 14, 2002
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
---------------------------------
Name: Carl W. von Bernuth, Esq.
Title: Senior Vice President,
General Counsel and Secretary
MOTOR CARGO INDUSTRIES, INC.
By: /s/ Marvin L. Friedland
---------------------------------
Name: Marvin L. Friedland
Title: Vice President, General Counsel
and Secretary