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Filed by Union Pacific Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Motor Cargo Industries, Inc.
Commission File No. 000-23341
On October 15, 2001, Motor Cargo Industries, Inc., a Utah
corporation ("Motor Cargo"), Union Pacific Corporation, a Utah corporation
("Union Pacific"), and Motor Merger Co., a Utah corporation and
wholly-owned subsidiary of Union Pacific, entered into an Agreement and
Plan of Merger (the "Agreement").
Attached and incorporated herein by reference in their entirety as
Exhibits 1 through 3 are copies of (1) a letter, dated October 15, 2001,
addressed to employees of Overnite Holdings, Inc. announcing Union
Pacific's plan to acquire Motor Cargo, (2) a letter, dated October 15,
2001, addressed to customers of Overnite Holdings, Inc. announcing Union
Pacific's plan to acquire Motor Cargo, and (3) a list of questions and
answers regarding Union Pacific's plan to acquire Motor Cargo and other
information.
* * *
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This material is being filed pursuant to Rule 425 under the Securities Act
of 1933. This document does not constitute an offer of sale of securities.
Shareholders of Motor Cargo and other investors are urged to read the
following documents, when available, in connection with the transaction
described above: the prospectus, exchange offer materials, registration
statement on Form S-4 and Schedule TO, containing or incorporating by
reference such documents and other information, to be filed by Union
Pacific and the solicitation/recommendation statement on Schedule 14D-9, to
be filed by Motor Cargo. Such documents will contain important information
about Motor Cargo, Union Pacific, the transaction, and significant
shareholders and their interests in the transaction, and related matters.
In addition to the prospectus, exchange offer materials, registration
statement, Schedule TO, and Schedule 14D-9, Union Pacific and Motor Cargo
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information filed by Motor Cargo or Union Pacific at the SEC Public
Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any
of the SEC's other public reference rooms in New York and Chicago. Please
call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Union Pacific's and Motor Cargo's filings with the SEC are
also available to the public from commercial document-retrieval services
and at the web site maintained by the SEC at http://www.sec.gov. Free
copies of the tender offer materials, when available, and these other
documents may also be obtained from Union Pacific by directing a request by
mail to Union Pacific Corporation, 1416 Dodge Street, Omaha, Nebraska
68179, Attention: Investor Relations, Telephone: 1-877-547-7261. Free
copies of the Schedule 14D-9, when available, may also be obtained from
Motor Cargo by directing a request by mail to Motor Cargo Industries, Inc.,
845 West Center Street, North Salt Lake City, Utah 84054, Attention:
Investor Relations, Telephone: 801-299-5294.
EXHIBIT INDEX
Exhibit No. Description
1 Letter, dated October 15, 2001, addressed to employees of
Overnite Holdings, Inc. announcing Union Pacific's plan
to acquire Motor Cargo.
2 Letter, dated October 15, 2001, addressed to customers of
Overnite Holdings, Inc. announcing Union Pacific's plan
to acquire Motor Cargo.
3 Questions and Answers regarding Union Pacific's plan to
acquire Motor Cargo.
Exhibit 1
OVERNITE HOLDING, INC.
Leo H. Suggs
Chief Executive Officer
October 15, 2001
Dear Fellow Employee:
Today Overnite Holding, Inc. ("Overnite"), the parent of Overnite
Transportation, has announced a definitive agreement to acquire an
excellent western regional carrier, Motor Cargo. We expect this acquisition
to be completed by the end of the year.
Overnite has been aware for some time that the fastest growing
market in the less-than truckload industry involves regional companies that
can provide excellent one- and two-day service. Over the past few years,
through its Overnite Advantage programs, Overnite Transportation has
offered and provided excellent service in one- and two-day lanes in the
Northeast, Mid-Atlantic, Southeast, Midwest and Central markets in the
United States. One gap in its regional network has been the West, where it
has been very difficult to establish the base density necessary to provide
profitable regional service, other than between the major cities.
In the western part of the United States, Overnite Transportation
is known mainly as an excellent long-haul alternative to the large national
carriers. Overnite Transportation intends to continue to provide this
long-haul service to and from the western part of the United States, as
well as its existing regional service in the West.
The acquisition of Motor Cargo makes the Overnite family of
companies fully competitive in the western marketplace. Motor Cargo is an
excellent company with a reputation for superb regional service and
profitability.
Overnite has no plans to merge Motor Cargo into Overnite
Transportation. If the two companies were to merge, Motor Cargo's regional
identity might be lost as well as the regional business that has made Motor
Cargo successful. At the same time, we do plan to grow the existing
partnership between the two companies. As partners, the companies will each
offer through billing and through tracing to customers that Overnite
doesn't serve directly in the West and that Motor Cargo doesn't serve in
the other parts of the United States. In addition, by this acquisition we
prevent any competitor from acquiring Overnite Transportation's partner and
undermining Overnite's national distribution network. We expect the
partnership between Overnite Transportation and Motor Cargo will lead to
growth for both companies.
We want to emphasize again that Overnite Transportation and Motor
Cargo will each be operated entirely separately from one another and each
will maintain its own corporate identity. As a result, there may be minor
competition between the two companies, but the benefits of the acquisition
to each company will overshadow any negatives.
There are no plans to merge any of the operating facilities or
operating employees of Overnite Transportation and Motor Cargo. Over time,
there may be some efficiencies from combining administrative functions, but
again, we have no plans at all to merge operating facilities. The primary
objective of the acquisition is to facilitate the growing of business and
profitability at both companies and thus to provide additional job security
for the employees of each company.
We are very excited about this acquisition.
Sincerely,
/s/ Leo Suggs
Leo Suggs
Exhibit 2
FOR OVERNITE USE
October 15, 2001
Dear Valued Customer:
Today Overnite Holding, the parent of Overnite Transportation, has
announced a definitive agreement to acquire an excellent western regional
carrier, Motor Cargo Industries, Inc. We expect this acquisition to be
completed by the end of the year.
Overnite has been aware for some time that the fastest growing markets in
the LTL industry are the regional markets where excellent one- and two-day
service is needed. This has been the strategy behind our Overnite Advantage
products. We are providing excellent one- and two-day service in the
Northeast, Southeast, Midwest and Central markets with full state coverage
in thirty-two eastern states. Motor Cargo does the same in the ten western
states it serves.
Our two companies will complement each other and provide you with
comprehensive service and coverage to meet all your LTL needs. The
philosophies of the two companies are the same. Each has the strong
commitment of our employees to provide consistent and reliable service to
our customers. This has been proven with each company showing strong growth
and profitability despite a weak economy.
Recently, Motor Cargo became Overnite's interline partner in the West. We
will continue that relationship and strengthen the partnership by offering
through billing and through tracing to customers that Overnite doesn't
serve directly in the West and that Motor Cargo doesn't service in other
parts of the US.
There are no plans to merge Motor Cargo into Overnite. Each company will be
operated entirely separately from one another as subsidiaries of Overnite
Holding and each will maintain its own corporate identity. Over time, the
parent believes it may achieve efficiencies by combining some
administrative functions of Overnite and Motor Cargo.
We are very pleased and excited about the acquisition. This fulfills our
strategy to be a nationwide regional, inter-regional and long-haul carrier
and will provide our customers with a complete nationwide supply-chain
solution. If you have any questions, please contact your Overnite Account
Manager.
Sincerely,
/s/
Exhibit 3
Overnite/Motor Cargo Questions
Q. What is the corporate structure of the new companies?
A. There will be a parent company which will be a subsidiary company of
Union Pacific. This company will be the parent company of Overnite
Transportation of Richmond, VA and Motor Cargo Industries, Inc. of
Salt Lake City, UT.
Q. Now that Overnite has an agreement to purchase Motor Cargo, if a
customer has interline pricing, will we now protect their direct
pricing?
A. No. Overnite's partnership with Motor Cargo remains the same as it is
today. Motor Cargo is still an interline company for points Overnite
does not currently serve direct in the West. Interline pricing will
still apply.
Q. Both Overnite and Motor Cargo both provide direct service between Los
Angeles and Salt Lake City. Will either company discontinue their
service in these and other competing western markets?
A. No. We do not plan to merge any operations. Each company will remain
separate. We will continue to compete with each other within similar
markets in the West. Each carrier has their loyal customers and both
provide excellent service.
Q. If the operations are going to be kept separate, why did Overnite
purchase Motor Cargo?
A. This is the best way for Overnite to participate in the regional
market within the West. The principle of keeping the operations
separate is similar to the operating strategies of Con-Way, FDX
(American & Viking), and US Freightways. This gives focus on the
regional market and extends coverage to points neither carrier serves
direct. It should provide growth for both Overnite and Motor Cargo
without the operational risk that has plagued past motor carrier
mergers.
Q. How will we market this new relationship?
A. While each company will remain a separate entity, we will partner in
our marketing to show the strengths and advantages of both companies
and how we will complement one another. Overnite has long been
considered a strong regional and inter-regional carrier in the East
and while it has a regional presence in the West, many of Overnite's
customers see it as primarily a long-haul carrier to and from the
West. Motor Cargo is a strong regional carrier in the West with more
comprehensive service coverage within the West. Motor Cargo now has a
partner to offer their regional customers service to and from the rest
of the US and Overnite has a partner to offer expanded service to and
from the West.
Q. How will our customers benefit from this acquisition?
A. The two companies will partner to make the transportation as seamless
as possible. The plan will be for customers to receive one invoice, be
able to track and trace shipments and a host of other information
about their shipments.
Q. We understand that some administrative functions may be combined. What
does this entail?
A. Over time, the parent company may, where it makes sense, consolidate
some administrative functions to enhance efficiency of each subsidiary
in areas such as accounting, tax preparation, benefit administration
and the like. However, the officers, operations and labor relations of
each subsidiary will be separate.