As filed with the Securities and Exchange Commission on December 5, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
(Amendment No. 2)
Motor Cargo Industries, Inc.
______________________________________________________________________________
(Name of Issuer)
Common Stock, No Par Value
______________________________________________________________________________
(Title of Class of Securities)
619907108
______________________________________________________________________________
(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
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 4, 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
______________________________________________________________________________
1 NAMES OF REPORTING PERSONS
Union Pacific Corporation. (I.R.S. IDENTIFICATION NO. 13-2626465)
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
N/A (b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS WC, OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,801,327 or 99.7%
BENEFICIALLY ____________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING ____________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,801,327 or 99.7%
____________________________________________
10 SHARED DISPOSITIVE POWER
N/A
______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,801,327
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.7%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
______________________________________________________________________________
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D (this "Amendment") is being
filed pursuant to Rule 13d-2(a) of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), by Union Pacific
Corporation, a Utah corporation ("Union Pacific"), with respect to the
common stock, no par value (the "Issuer Stock"), of Motor Cargo Industries,
Inc., a Utah corporation (the "Issuer"). This Amendment amends the Schedule
13D filed by Union Pacific on October 24, 2001, as amended by Amendment No.
1 thereto filed November 23, 2001 under the cover of Amendment No. 6 to the
Schedule TO filed by Union Pacific. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the Schedule 13D.
The Schedule 13D previously filed is hereby amended by the
addition of the following information:
Item 3. Source and Amount of Funds or Other Consideration.
On November 30, 2001, Union Pacific accepted 6,708,827 shares of
Issuer Stock tendered in the Offer. On such date, the preliminary count by
the exchange agent indicated that an additional 163,100 shares of Issuer
Stock were tendered pursuant to notices of guaranteed delivery.
As of December 4, 2001, the final date for delivery of shares
pursuant to notices of guaranteed delivery, Union Pacific had received an
additional 92,500 shares of Issuer Stock as a result of deliveries of
Issuer Stock pursuant to such notices.
In exchange for the shares of Issuer Stock acquired by Union
Pacific pursuant to the Offer (including shares delivered pursuant to
notices of guaranteed delivery), Union Pacific will issue approximately
1,767,000 shares of common stock, par value $2.50 per share, of Union
Pacific, approximately $460 for fractional shares and approximately $43,000
to holders of Issuer Stock who elected to receive cash.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of the date hereof, Union Pacific owns 6,801,327
shares of Issuer Stock which represents approximately 99.7% of the issued
and outstanding shares of Issuer Stock as of December 5, 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: December 5, 2001
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
_____________________________
Name: Carl W. von Bernuth
Title: Vice President, Secretary
and General Counsel