UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tranz Rail Holdings Limited
(Name of Issuer)
American Depositary Shares, evidenced by American
Depositary Receipts and each representing the
right to receive three Ordinary Shares
(Title of Class of Securities)
894116102
(CUSIP Number)
Filing Fee: No.
Cusip #: 894116102
Item 1: Reporting Person: Wisconsin Central Transportation
Corporation (Tax ID: 36-3541743)
Item 2: (b)
Item 4: Delaware
Item 5: 28,684,918 Ordinary Shares
Item 6: None
Item 7: 28,684,918 Ordinary Shares
Item 8: None
Item 9: 28,684,918 Ordinary Shares
Item 11: 22.65%
Item 12: CO
Cusip#: 894116102
Item 1: Reporting Person: Wisconsin Central International, Inc.
(Tax ID: 36-3902614)
Item 2: (b)
Item 4: Delaware
Item 5: 28,684,918 Ordinary Shares
Item 6: None
Item 7: 28,684,918 Ordinary Shares
Item 8: None
Item 9: 28,684,918 Ordinary Shares
Item 11: 22.65%
Item 12: CO
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
SCHEDULE 13G
Item 1(a) Name of Issuer:
Tranz Rail Holdings Limited
Item 1(b) Address of Issuer's Principal Executive Offices:
Wellington Railway Station
Bunny Street
Wellington, New Zealand 6020
Item 2(a) Name of Person Filing:
Wisconsin Central Transportation Corporation
Wisconsin Central International, Inc.
(Wisconsin Central International, Inc. is a wholly owned
subsidiary of Wisconsin Central Transportation Corporation.)
Item 2(b) Address of Principal Business Office:
6250 North River Road, Suite 9000
Rosemont, Illinois 60018
Item 2(c) Citizenship:
Delaware (Wisconsin Central Transportation Corporation)
Delaware (Wisconsin Central International, Inc.)
<PAGE>
Item 2(d) Title of Class of Securities:
American Depositary Shares, evidenced by American Depositary
Receipts and each representing the right to receive three
Ordinary Shares, are registered pursuant to Section 12(g) of the
Securities Exchange Act.
Ordinary Shares are beneficially owned by the reporting persons.
Item 2(e) CUSIP Number:
894116102
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b):
Not Applicable.
Item 4 Ownership.
(a) Amount Beneficially Owned: 28,694,918
Ordinary Shares
(b) Percent of Class: 22.65%
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 28,694,918
Ordinary Shares
(ii) shared power to vote or to direct the vote: None
(iii)sole power to dispose or to direct the
disposition of: 28,694,918
Ordinary Shares
(iv) shared power to dispose or to direct the
disposition of: None
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
<PAGE>
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.
The persons filing this statement, namely Wisconsin Central
Transportation Corporation and Wisconsin Central International,
Inc., may be deemed to be members of a group consisting of those
persons who are parties to the Shareholders Voting Agreement
dated March 18, 1996, among Wisconsin Central International,
Inc., Berkshire Fund III, A Limited Partnership, Pacific Rail
Limited, Tessaro Developments Limited and David Lloyd Investments
Limited. A copy of the Shareholders Voting Agreement was filed
as Exhibit No. 10.1 to the Tranz Rail Holdings Limited
Registration Statement on Form F-1, Registration No. 333-4818.
Wisconsin Central Transportation Corporation and Wisconsin
Central International, Inc. understand that the respective number
of Ordinary Shares of Tranz Rail Holdings Limited (and the
related respective percentage of the outstanding Ordinary Shares
of Tranz Rail Holdings Limited at December 31, 1996) are as
follows:
Pacific Rail Limited: 23,725,764 Ordinary Shares
(18.73%);
Berkshire Fund III, A Limited
Partnership: 17,109,211 Ordinary Shares
(13.51%);
Tessaro Developments Limited: 7,369,075 Ordinary Shares
(5.82%); and
David Lloyd Investments
Limited: 3,684,537 Ordinary Shares
(2.91%).
<PAGE>
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
Not Applicable.
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.
Date: February 14, 1997
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
By: /s/ Walter C. Kelly
=======================================
Walter C. Kelly, Vice President, Finance
Date: February 14, 1997
WISCONSIN CENTRAL INTERNATIONAL, INC.
By: /s/ Walter C. Kelly
=======================================
Walter C. Kelly, Vice President, Finance
