SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Tranz Rail Holdings Limited
(Name of Issuer)
American Depository Shares
(Title and Class of Securities)
894116102
(CUSIP Number)
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Third Berkshire Associates
(2) Check the Appropriate Box if a Member of a Group
(a) ___.
(b) _X_.
(3) SEC Use Only
(4) Citizenship or Place of Organization
Massachusetts
Number of (5) Sole Voting Power -0-
Shares
Beneficially (6) Shared Voting Power - 17,109,211
Owned by Each
Reporting (7) Sole Dispositive Power -0-
Person With
(8) Shared Dispositive Power - 17,109,211
(9) Aggregate Amount Beneficially Owned by Each Reporting Person - 17,109,211
(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares __________.
(11) Percent of Class Represented by Amount in Row 9 - 13.5%
(12) Type of Reporting Person
IN
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Item 1(a). Name of Issuer:
Tranz Rail Limited Holdings
Item 1(b). Address of Issuer's Principal Executive Offices:
Wellington Railway Station
Bunny Street
Wellington, New Zealand
Item 2(a). Name of Person Filing:
See Item (1) of the cover pages
Item 2(b). Address of Principal Business Office:
c/o Berkshire Partners
One Boston Place
Boston, MA 02108
Item 2(c). Citizenship:
See item (4) of cover pages
Item 2(d). Title of Class of Securities:
American Depository Shares
Item 2(e). CUSIP Number:
89641161
Item 3. Nature of Person Filing:
Not applicable
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Item 4. Ownership:
(a) Amount Beneficially Owned: See item (9) of cover pages
(b) Percent of Class:
See item (11) of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See item (5) of cover pages
(ii) shared power to vote or to direct the vote:
See item (6) of cover pages
(iii) sole power to dispose or to direct the disposition of:
See item (7) of cover pages
(iv) shared power to dispose or to direct the disposition of:
See item (8) of cover pages
Note: The reporting person may be deemed to beneficially own 17,109,211 shares
of the Issuer's Ordinary Shares held of record by Berkshire
Fund III, A Limited Partnership, for which the reporting person serves
as a general partner. The reporting person disclaims beneficial
ownership of all such shares.
Item 5. Ownership of Five Percent or Less of Class:
Not applicable
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Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable.
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Signature
After reasonable 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.
THIRD BERKSHIRE ASSOCIATES LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: General Partner
