As filed with the Securities and Exchange Commission on October 24, 2001
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 AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Motor Cargo Industries, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
619907108
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(CUSIP Number)
Carl W. von Bernuth, Esq.
Senior Vice President, General Counsel and Secretary
Union Pacific Corporation
1416 Dodge Street
Omaha, Nebraska 68179
Telephone: (402) 271-5777
With a copy to:
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Paul Schnell, Esq.
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 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 that 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: |_|
CUSIP No. 619907108 13D Page 2 of 15 Pages
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1 NAMES OF REPORTING PERSONS
Union Pacific Corporation. (I.R.S. IDENTIFICATION NO. 13-2626465)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
N/A (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
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NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY -------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,046,153 or 62.5%*
REPORTING -------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH N/A
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,046,153 or 62.5%*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%*
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14 TYPE OF REPORTING PERSON
CO
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* Beneficial ownership of the common stock referred to herein is
being reported hereunder solely because the reporting person may
be deemed to have beneficial ownership of such shares as a result
of the Shareholder Agreements described in Items 3, 4 and 5
hereof. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Union
Pacific Corporation that it is the beneficial owner of any of the
common stock referred to herein for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, no par value (the "Issuer Stock"), of Motor Cargo Industries,
Inc., a Utah corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 845 West Center Street, North Salt Lake, Utah 84054.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Schedule 13D is filed by Union Pacific
Corporation, a Utah corporation ("Union Pacific"). The address of Union
Pacific's principal place of business is 1416 Dodge Street, Omaha, Nebraska
68179. Union Pacific operates primarily in the areas of rail
transportation, through its subsidiary, Union Pacific Railroad Company, and
trucking, through its subsidiary, Overnite Transportation Company
("Overnite"). The name, business address, present principal occupation or
employment, the name and principal business of any corporation or other
organization in which such employment is conducted and the citizenship of
each of the directors and executive officers of Union Pacific is set forth
in Schedule I hereto, which is incorporated by reference.
(d) and (e). During the last five years Union Pacific has not,
and, to the best knowledge of Union Pacific, none of the directors or
executive officers of Union Pacific set forth in Schedule I hereto have
been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On October 15, 2001, Issuer, Union Pacific and Motor Merger Co., a
Utah corporation and wholly-owned subsidiary of Union Pacific ("Merger
Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). As a condition and inducement for Union Pacific to enter into
the Merger Agreement and in consideration therefor, Messrs. Harold R. Tate
and Marvin L. Friedland, holders of Issuer Stock (the "Subject
Shareholders"), who collectively are the beneficial owners of 4,046,153
shares of Issuer Stock (the "Subject Shares"), entered into Shareholder
Agreements on October 15, 2001 with Union Pacific (the "Shareholder
Agreements"). The terms of the Merger Agreement and the Shareholder
Agreements are summarized below.
Union Pacific estimates that the total amount of funds required to
purchase all of the shares of Issuer Stock pursuant to the Offer (as
defined below), assuming that only the Subject Shareholders elect to
receive shares of Union Pacific Stock, and to pay related fees and
expenses, will be approximately $34.5 million. Union Pacific expects to
obtain the necessary funds from available cash and working capital. The
Offer is not conditioned upon any financing being obtained. Union Pacific
has not paid additional consideration to the Subject Shareholders in
connection with the execution and delivery of the Shareholder Agreements.
Item 4. Purpose of the Transaction.
(a)-(g) and (j)
Merger Agreement.
The Merger Agreement provides, among other things, for the
commencement by Union Pacific of a cash-election exchange offer (the
"Offer") to exchange 0.26 of a share of common stock, par value $2.50 per
share, of Union Pacific ("Union Pacific Stock") or $12.10 in cash for each
outstanding share of Issuer Stock, in accordance with the terms and subject
to the conditions provided in the Merger Agreement. Union Pacific is not
required to accept for exchange or to exchange, and may terminate or,
except as set forth in the Merger Agreement, delay the acceptance of any
tendered Issuer Stock for payment, if, among other things, less than
two-thirds of the total number of shares of Issuer Stock outstanding on a
fully diluted basis are validly tendered and not properly withdrawn prior
to the initial expiration date (the "Minimum Condition").
Upon the terms of and subject to the conditions to the Offer,
Union Pacific will accept for exchange and exchange all shares of Issuer
Stock validly tendered and not withdrawn prior to the expiration of the
Offer as promptly as practicable after expiration of the Offer. Thereafter,
Union Pacific shall be entitled to designate up to that number of directors
of the Issuer, rounded up to the next whole number, as will make the
percentage of the Issuer's directors designated by Union Pacific equal to
the percentage of outstanding shares of Issuer Stock held by Union Pacific,
including the shares of Issuer Stock accepted for payment pursuant to the
Offer, and the Issuer will, upon request of Union Pacific, promptly take
all actions necessary to cause Union Pacific's designees to be so elected.
Union Pacific intends, as soon as practicable after completion of
the Offer, to have Issuer merge with and into Merger Sub. By virtue of the
Merger and without any action on the part of the holders of the shares of
Issuer Stock, at the effective time of the Merger (the "Effective Time"),
each share of Issuer Stock issued and outstanding immediately prior to the
Effective Time (other than (a) any shares held by Union Pacific, the Issuer
or any of their respective subsidiaries, which shares, by virtue of the
Merger and without any action on the part of the holder of such shares,
will be canceled and retired and will cease to exist with no payment being
made with respect thereto, and (b) shares of Issuer Stock held by a holder
who has demanded an appraisal for such shares in accordance with the Utah
Revised Business Corporation Act) will be converted into the right to
receive $12.10 in cash, payable to the holder of that share, without
interest, upon surrender of the share certificate formerly representing
that share.
The articles of incorporation of the corporation surviving the
Merger (the "Surviving Corporation") will be in the form set forth in
Exhibit A to the Merger Agreement, until duly amended. The bylaws of Merger
Sub in effect at the Effective Time will be the bylaws of the Surviving
Corporation, until duly amended. Subject to applicable law, (a) the
directors of Merger Sub immediately prior to the Effective Time will be the
initial directors of the Surviving Corporation and will hold office until
their respective successors are duly elected and qualified, or their
earlier death, resignation or removal, and (b) the officers of the Issuer
immediately prior to the Effective Time will be the initial officers of the
Surviving Corporation and will hold office until their respective
successors are duly elected and qualified, or their earlier death,
resignation or removal.
The purpose of the Offer, the Merger and the Shareholder
Agreements is to enable Union Pacific to acquire control of, and the entire
equity interest in, the Issuer. It is the intention of Union Pacific that
following the completion of the Offer and the Merger, the Issuer will be
operated separately from Overnite and will maintain its own corporate
identity. There are no plans to merge any of the operating facilities or
operating employees of Overnite and the Issuer, but over time, there may be
some efficiencies realized from combining administrative functions.
Shareholder Agreements
In connection with the Merger Agreement, Union Pacific has entered
into a Shareholder Agreement, dated as of October 15, 2001, with each of
the Subject Shareholders, who have, among other things, (a) agreed to
tender the Subject Shares in the Offer, elect to receive Union Pacific
Stock and vote the Subject Shares: (1) in favor of the Merger, the Merger
Agreement and other transactions contemplated thereby; (2) against any
alternative transactions; and (3) in favor of any other matter necessary
for the consummation of the Offer (collectively, the "Voting Actions"), (b)
granted to Union Pacific an irrevocable proxy coupled with an interest to
vote the Subject Shares with respect to the Voting Actions, (c) agreed that
they will not grant a proxy or power of attorney with respect to any of the
Subject Shares, (d) agreed to waive any rights of appraisal available in
the Merger and to take or refrain from taking certain other actions, (e)
agreed that they have not and will not enter into any voting agreement,
voting trust or similar understanding or obligation with respect to the
Subject Shares and that any such arrangements previously entered into or
granted with respect to the Subject Shares has expired or been revoked or
terminated, (f) agreed not to donate, pledge, encumber, issue, sell,
transfer, assign, or otherwise dispose of, in any manner the Subject Shares
or change, modify or alter in any manner the Beneficial Ownership (as
defined in the Shareholder Agreements) of any of the Subject Shares, (h)
agreed not to solicit, initiate or encourage the making or submission of
any proposal, or participate or engage in any discussions or negotiations,
that constitute, or may reasonably be expected to lead to, any third party
acquisition proposal or make any arrangement to abandon, terminate or fail
to consummate the exchange of the Subject Shares pursuant to the Offer or
the Merger or any other transaction contemplated thereby, or enter into any
letter of intent or similar document or any contract, agreement or
commitment contemplating or otherwise relating to any third party
acquisition proposal.
Mr. Friedland's Shareholder Agreement provides that he is not
required to take any action or make any election which conflicts with his
existing contractual obligations imposed by margin accounts he maintains
with respect to his 188,153 Subject Shares.
The covenants and agreements contained in the Shareholder
Agreements will terminate upon the termination of the Merger Agreement.
The foregoing summaries of the Merger Agreement and the
Shareholder Agreements do not purport to be complete and are qualified in
their entirety by reference to the complete text of such agreements
attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.
(h) and (i). The tender of shares of Issuer Stock pursuant to the
Offer will reduce the number of shares of Issuer Stock that might otherwise
trade publicly and will reduce the number of holders of shares of Issuer
Stock and could adversely affect the liquidity and market value of the
remaining shares of Issuer Stock held by the public.
Nasdaq National Market Listing. Depending upon the number of
shares of Issuer Stock purchased pursuant to the Offer, the shares of
Issuer Stock may no longer meet the requirements of the National
Association of Securities Dealers for continued inclusion on the Nasdaq
National Market:
If the Nasdaq National Market were to cease to publish quotations
for the shares of Issuer Stock, it is possible that the shares of Issuer
Stock would continue to trade in the over-the-counter market and that price
or other quotations would be reported by other sources. The extent of the
public market for such shares of Issuer Stock and the availability of such
quotations would depend, however, upon such factors as the number of
shareholders and/or the aggregate market value of such securities remaining
at such time, the interest in maintaining a market in the shares of Issuer
Stock on the part of securities firms, the possible termination of
registration under the Securities and Exchange Act of 1934 (the "Exchange
Act") as described below, and other factors. Union Pacific cannot predict
whether the reduction in the number of shares of Issuer Stock that might
otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, the shares of Issuer Stock or
whether it would cause future market prices to be greater or lesser than
Union Pacific is presently offering.
Registration Under the Exchange Act. Shares of Issuer Stock are
currently registered under the Exchange Act. The Issuer can terminate that
registration upon application to the SEC if the outstanding shares are not
listed on a national securities exchange and if there are fewer than 300
holders of record of shares of Issuer Stock. Termination of registration of
the shares of Issuer Stock under the Exchange Act would reduce the
information that the Issuer must furnish to its shareholders and to the SEC
and would make certain provisions of the Exchange Act, such as the
short-swing profit recovery provisions of Section 16(b) and the requirement
of furnishing a proxy statement in connection with shareholders meetings
pursuant to Section 14(a) and the related requirement of furnishing an
annual report to shareholders, no longer applicable with respect to shares
of Issuer Stock. In addition, if shares of Issuer Stock are no longer
registered under the Exchange Act, the requirements of Rule 13e-3 under the
Exchange Act with respect to "going-private" transactions would no longer
be applicable to the Issuer. Furthermore, the ability of "affiliates" of
the Issuer and persons holding "restricted securities" of the Issuer to
dispose of such securities pursuant to Rule 144 under the Securities Act
may be impaired or eliminated. If registration of the shares under the
Exchange Act were terminated, they would no longer be eligible for Nasdaq
National Market listing or for continued inclusion on the Federal Reserve
Board's list of "margin securities."
Status as "Margin Securities." The shares of Issuer Stock are
presently "margin securities" under the regulations of the Federal Reserve
Board, which has the effect, among other things, of allowing brokers to
extend credit on the collateral of shares of Issuer Stock. Depending on the
factors similar to those described above with respect to listing and market
quotations, following consummation of the Offer, the shares of Issuer Stock
may no longer constitute "margin securities" for the purposes of the
Federal Reserve Board's margin regulations, in which event the shares of
Issuer Stock would be ineligible as collateral for margin loans made by
brokers.
If registration of the shares of Issuer Stock is not terminated
prior to the Merger, then the registration of the shares under the Exchange
Act and the quotation of the shares on the Nasdaq National Market will be
terminated following the completion of the Merger.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of the date hereof, Union Pacific does not own any
shares of Issuer Stock. However, as a result of entering into the
Shareholder Agreements with the Subject Shareholders, Union Pacific
possesses shared power to vote or direct the vote of, and thus may be
deemed to beneficially own, 4,046,153 shares of Issuer Stock, or
approximately 62.5% of the issued and outstanding shares of Issuer Stock as
of October 15, 2001.
With respect to the Voting Actions, Union Pacific has the power to
vote or cause the vote of the Subject Shares in accordance with the terms
of the Shareholder Agreements. Neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission that Union
Pacific is the beneficial owner of the Issuer Stock referred to in this
paragraph for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and such beneficial ownership is expressly disclaimed. Union
Pacific does not, and, to the knowledge of Union Pacific, none of the
persons listed on Schedule I, beneficially owns any shares of Issuer Stock
other than as set forth herein.
(c) No transactions in the Issuer Stock were effected by Union
Pacific, or, to the best knowledge of Union Pacific, any of the persons
listed on Schedule I hereto, during the 60-day period preceding the date
hereof.
(d) None, other than the current holders of the Subject Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the Securities of the Issuer.
Except as set forth in this Schedule 13D, to the knowledge of
Union Pacific, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or
listed on Schedule I hereto, and between such persons and any person with
respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities of the Issuer, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division
of profits or loss, or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting power
over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit
Number Exhibit Description
99.1 Agreement and Plan of Merger, dated as of October 15,
2001, by and among Motor Cargo Industries, Inc., Union
Pacific Corporation and Motor Merger Co. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form
8-K filed by Union Pacific Corporation on October 16,
2001).
99.2 Shareholder Agreement, dated as of October 15, 2001, by
and between Union Pacific Corporation and Mr. Harold R.
Tate (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K filed by Union Pacific
Corporation on October 16, 2001).
99.3 Shareholder Agreement, dated as of October 15, 2001, by
and between Union Pacific Corporation and Mr. Marvin L.
Friedland (incorporated by reference to Exhibit 99.3 to
the Current Report on Form 8-K filed by Union Pacific
Corporation on October 16, 2001).
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: October 24, 2001
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
-----------------------------
Name: Carl W. von Bernuth
Title: Vice President, Secretary
and General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF UNION PACIFIC CORPORATION
Set forth in the table below are the name and the present
principal occupations or employment and the name, principal business and
address of any corporation or other organization in which such occupation
or employment is conducted, and the five-year employment history of each of
the directors and executive officers of Union Pacific. Except as noted,
each of the executive officers and directors named in the table below has
held the indicated office or position in his or her principal occupation
for at least five years. Each person listed below held the earliest
indicated office or position as of at least five years ago. Except as
noted, each person identified below is a United States citizen. The
principal business address of Union Pacific and, unless otherwise
indicated, the business address of each person identified below is 1416
Dodge Street, Omaha, Nebraska 68179.
Present Principal Occupation
Name or Employment and Material Positions
Held During the Past Five Years
Richard K. Davidson Chairman, President and Chief Executive
Officer of Union Pacific and Chairman and
Chief Executive Officer of Union Pacific
Railroad Company, a subsidiary of Union
Pacific. Director of Union Pacific since
1994. Mr. Davidson was Chairman of Union
Pacific Railroad until November 6, 1996
and Chairman and Chief Executive Officer
of Union Pacific Railroad since such date.
Mr. Davidson has also been President and
Chief Operating Officer of Union Pacific
since November 1, 1995 and Chairman,
President and Chief Executive Officer of
Union Pacific since January 1, 1997. Age
59.
James R. Young Executive Vice President - Finance of
Union Pacific and Chief Financial Officer
of the Union Pacific Railroad. Mr. Young
was elected Executive Vice
President-Finance of Union Pacific and
Chief Financial Officer of Union Pacific
Railroad effective December 1, 1999. Mr.
Young was elected Controller of Union
Pacific and Senior Vice President -
Finance of Union Pacific Railroad
effective March 1999 and Senior Vice
President - Finance of Union Pacific
effective June 1998. Mr. Young served as
Treasurer of Union Pacific Railroad from
June 1998 to March 1999. Mr. Young was
Vice President - Customer Service Planning
and Quality of Union Pacific Railroad from
April 1998 to June 1998, Vice President -
Quality and Operations Planning from
September 1997 to April 1998 and Vice
President - Finance and Quality from
September 1995 to September 1997. Age 49.
L. Merill Bryan, Jr. Senior Vice President and Chief
Information Officer of Union Pacific. Mr.
Bryan was elected to his current position
effective May 2001 and served as Senior
Vice President - Information Technologies
from May 1997 to May 2001. Prior thereto,
Mr. Bryan was President and Chief
Executive Officer of Union Pacific
Technologies, Inc., a former subsidiary of
Union Pacific. Age 57
Barbara W. Schaefer Senior Vice President - Human Resources of
Union Pacific. Ms. Schaefer was elected to
her current position effective April 1997.
From April 1994 to April 1997 Ms. Schaefer
was Vice President - Human Resources of
Union Pacific Railroad. Age 48.
Robert W. Turner Senior Vice President - Corporate
Relations of Union Pacific. Mr. Turner was
elected to his current position effective
August 2000. Prior thereto, Mr. Turner was
Vice President - Public Affairs of
Champion International Corporation, a
paper and forest products company. Age 52.
Carl W. von Bernuth Senior Vice President, General Counsel and
Secretary of Union Pacific. Mr. von
Bernuth was elected Corporate Secretary
effective April 1997. Mr. von Bernuth has
been Senior Vice President and General
Counsel during the past five years. Age
57.
Charles R. Eisele Senior Vice President of Union Pacific.
Mr. Eisele was elected to his current
position effective September 2001. Mr.
Eisele was Vice President - Strategic
Planning from September 1997 to March 1999
and Vice President - Strategic Planning
and Administration from March 1999 to
September 2001. Mr. Eisele was Vice
President - Purchasing for Union Pacific
Railroad from April 1994 to September
1997. Age 51.
Bernie R. Gutschewski Vice President - Taxes of Union Pacific.
Mr. Gutschewski was elected Vice President
- Taxes effective August 1998. Prior
thereto, Mr. Gutschewski was Assistant
Vice President - Tax and Financial
Management of Union Pacific Railroad. Age
51.
Mary E. McAuliffe Vice President - External Relations of
Union Pacific during the past five years.
Age 55.
Richard J. Putz Vice President and Controller of Union
Pacific. Mr. Putz was elected Vice
President and Controller of Union Pacific
and Chief Accounting Officer of Union
Pacific Railroad effective December 1,
1999. Prior thereto, Mr. Putz was
Assistant Vice President and Controller of
Union Pacific Railroad. Age 54.
Mary S. Jones Vice President and Treasurer of Union
Pacific. Ms. Jones was elected to her
current position effective March 1999. Ms.
Jones served as Vice President - Investor
Relations from June 1998 to March 1999.
Ms. Jones was Assistant Vice President -
Treasury and Assistant Treasurer of Union
Pacific from September 1996 to June 1998
and prior thereto she was Assistant
Treasurer of Union Pacific. Age 49.
Ivor J. Evans President and Chief Operating Officer of
Union Pacific Railroad. Mr. Evans was
elected to his current position effective
September 1998. Prior thereto, Mr. Evans
was Senior Vice President of Emerson
Electric Company, a company engaged in the
design, manufacture and sale of
electrical, electromechanical, and
electronic products and systems. Director
of Union Pacific since 1999. Age 58.
Dennis J. Duffy Executive Vice President - Operations of
Union Pacific Railroad. Mr. Duffy was
elected to his current position effective
September 1998. Mr. Duffy was Senior Vice
President - Safety Assurance and
Compliance Process from October 1997 to
September 1998. Mr. Duffy was Senior Vice
President - Customer Service and Planning
of Union Pacific Railroad from November
1995 to October 1997. Age 50.
John J. Koraleski Executive Vice President - Marketing and
Sales of the Union Pacific Railroad. Mr.
Koraleski was elected to this position
effective March 1999. Mr. Koraleski served
as Controller of Union Pacific from August
1998 to March 1999 and as Executive Vice
President - Finance of Union Pacific
Railroad from May 1996 to March 1999.
Prior to May 1996, Mr. Koraleski was
Executive Vice President - Finance and
Information Technologies of Union Pacific
Railroad. Age 50.
R. Bradley King Executive Vice President - Network Design
and Integration of Union Pacific Railroad.
Mr. King was elected to his current
position effective September 1998. Mr.
King was Executive Vice President -
Operations from October 1997 to September
1998. Mr. King was Vice President -
Transportation of Union Pacific Railroad
from November 1995 to October 1997. Age
53.
Leo H. Suggs Chairman and Chief Executive Officer of
Overnite Transportation Company. Mr. Suggs
was elected to his current position in
April 1996. Prior thereto, Mr. Suggs was
President and Chief Executive Officer of
Preston Trucking Company, Inc., a company
engaged in truck transportation. Age 62.
Philip F. Anschutz Director and Vice Chairman of Union
Pacific since 1996. Chairman of the Board,
Chief Executive Officer and a director,
The Anschutz Corporation and Anschutz
Company (the corporate parent of The
Anschutz Corporation), with holdings in
energy, transportation, communications,
professional sports, agriculture and real
estate, Denver, CO. Director, Forest Oil
Corporation, Qwest Communications
International Inc. Mr. Anschutz also
served as President of The Anschutz
Corporation and Anschutz Company until
December 1996, and non-executive Chairman
and a director of Southern Pacific Rail
Corporation until September 1996. Age 61.
Mr. Anschutz's business address is The
Anschutz Corporation, 555 17th Street,
Denver, CO 80202.
E. Virgil Conway Director of Union Pacific since 1978.
Former Chairman and a member of the Board,
Metropolitan Transportation Authority,
public transportation, New York, NY.
Director, Accuhealth, Inc., Centennial
Insurance Company. Trustee, Atlantic
Mutual Insurance Company, Consolidated
Edison Company of New York, Inc., Urstadt
Biddle Properties, Inc., Mutual Funds
Managed by Phoenix Duff & Phelps. Age 72.
Mr. Conway's business address is 101 Park
Avenue, New York, NY 10178.
Thomas J. Donohue Director of Union Pacific since 1998.
President and Chief Executive Officer,
U.S. Chamber of Commerce, business
federation, Washington, DC. Director,
Qwest Communications International Inc.,
Sunrise Assisted Living, Inc., XM
Satellite Radio. Mr. Donohue was President
and Chief Executive Officer of the
American Trucking Associations, the
national organization of the trucking
industry, through September 1997 and since
such date has been President and Chief
Executive Officer of the U.S. Chamber of
Commerce. Age 63. Mr. Donohue's business
address is U.S. Chamber of Commerce, 1615
"H" Street, N.W., Washington, DC
20062-2000.
Archie W. Dunham Director of Union Pacific since 2000.
Chairman, President and Chief Executive
Officer, Conoco Inc., integrated energy
company, Houston, TX. Director,
Louisiana-Pacific Corporation, Phelps
Dodge Corporation. Mr. Dunham was
Executive Vice President, Exploration
Production, of Conoco to January 1996 when
he became President and Chief Executive
Officer, and added the title of Chairman
in August 1999. Age 62. Mr. Dunham's
business address is Conoco Inc., 600 North
Dairy Ashford Road, Houston, TX
77079-1175.
Spencer F. Eccles Director of Union Pacific since 1976.
Chairman, Wells Fargo Intermountain
Banking Region, diversified financial
services company, Salt Lake City, UT.
Director, Wells Fargo & Company, U.S.
Chamber of Commerce. Mr. Eccles was
Chairman and Chief Executive Officer of
First Security Corporation, bank holding
company, through October 26, 2000 and has
been Chairman of Wells Fargo Intermountain
Banking Region since such date. Age 67.
Mr. Eccles' business address is Wells
Fargo Intermountain Banking Region, P.O.
Box 30006, Salt Lake City, UT 84130.
Elbridge T. Gerry, Jr. Director of Union Pacific since 1986.
Partner, Brown Brothers Harriman & Co.,
bankers, New York, NY. Age 68. Mr. Gerry's
business address is Brown Brothers
Harriman & Co., 59 Wall Street, New York,
NY 10005.
Judith Richards Hope Director of Union Pacific since 1988.
Partner, Paul, Hastings, Janofsky &
Walker, law firm, Los Angeles, CA, New
York, NY and Washington, DC. Director, The
Budd Company, General Mills, Inc., Russell
Reynolds Associates, Zurich Insurance
Companies-U.S. Mrs. Hope was Senior
Partner of Paul, Hastings, Janofsky &
Walker through April 1997, Senior Counsel
to such firm to February 1, 2000 and on
April 28, 2000, was appointed a non-equity
Partner, effective February 1, 2000. Age
60. Mrs. Hope's business address is Paul,
Hastings, Janofsky & Walker, 1299
Pennsylvania Ave., N.W., Washington, DC
20004.
Richard J. Mahoney Director of Union Pacific since 1991.
Retired Chairman and Chief Executive
Officer, Monsanto Company, agricultural
products, St. Louis, MO. Distinguished
Executive in Residence, Center for the
Study of American Business, Washington
University, St. Louis, MO. Advisory
Director, Metropolitan Life Insurance
Company. Mr. Mahoney was Chairman of the
Executive Committee and a director of
Monsanto Company through March 1996 and
since April 1, 1995 has been Distinguished
Executive in Residence at Washington
University in St. Louis. Age 67. Mr.
Mahoney's business address is Center for
the Study of American Business, Washington
University in St. Louis, Campus Box 1027,
One Brookings Drive, St. Louis, MO
63130-4899.
Steven R. Rogel Director of Union Pacific since 2000.
Chairman, President and Chief Executive
Officer, Weyerhaeuser Company, integrated
forest products company, Federal Way, WA.
Director, Kroger Company. Mr. Rogel was
President and Chief Executive Officer of
Willamette Industries, Inc., integrated
forest products company, to December 1,
1997, President and Chief Executive
Officer of Weyerhaeuser Company to April
20, 1999 and Chairman, President and Chief
Executive Officer of Weyerhaeuser since
such date. Age 58. Mr. Rogel's business
address is Weyerhaeuser Company, Box 9777,
Federal Way, WA 98063-9777.
Richard D. Simmons Director of Union Pacific since 1982.
Retired President, International Herald
Tribune, communications, Washington, DC.
Director, The Washington Post Company,
OBLOG Software Systems, Inc. Mr. Simmons
was President of International Herald
Tribune through March 31, 1996. Age 66.
Mr. Simmons' business address is 105 N.
Washington Street, Alexandria, VA 22314.
Ernesto Zedillo Ponce de Leon Director of Union Pacific since 2001.
Former President of Mexico. Dr. Zedillo
served as President of Mexico through
November 2000. Age 49. Dr. Zedillo is a
citizen of Mexico and his business address
is Agua #110, Col. Jardines del Pedregal,
CP 01900 Mexico, D.F., Mexico.
EXHIBIT INDEX
Exhibit
Number Exhibit Description
99.1 Agreement and Plan of Merger, dated as of October 15,
2001, by and among Motor Cargo Industries, Inc., Union
Pacific Corporation and Motor Merger Co. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form
8-K filed by Union Pacific Corporation on October 16,
2001).
99.2 Shareholder Agreement, dated as of October 15, 2001, by
and between Union Pacific Corporation and Mr. Harold R.
Tate (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K filed by Union Pacific
Corporation on October 16, 2001).
99.3 Shareholder Agreement, dated as of October 15, 2001, by
and between Union Pacific Corporation and Mr. Marvin L.
Friedland (incorporated by reference to Exhibit 99.3 to
the Current Report on Form 8-K filed by Union Pacific
Corporation on October 16, 2001).