SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
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)
Cover Page - 1
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Item 1: Wisconsin Central Transportation Corporation
Tax ID: 36-3541743
Item 2: Not Applicable
Item 3:
Item 4: Delaware, USA
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 10: Not Applicable
Item 11: 22.6%
Item 12: CO
Cover Page - 2
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Item 1: Wisconsin Central International, Inc.
Tax ID: 36-3902614
Item 2: Not Applicable
Item 3:
Item 4: Delaware, USA
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 10: Not Applicable
Item 11: 22.6%
Item 12: CO
Cover Page - 3
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Item 1
(a) Name of Issuer: Tranz Rail Holdings Limited
(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)
(b) Address of Principal Business Office:
6250 North River Road, Suite 9000
Rosemont, Illinois 60018
(c) Citizenship:
Delaware (Wisconsin Central Transportation Corporation)
Delaware (Wisconsin Central International, Inc.)
(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.
(e) CUSIP Number: 894116102
Item 3: Not Applicable
Item 4 Ownership:
(a) Amount Beneficially Owned: 28,694,918 Ordinary Shares
SC 13G/A - 1
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(b) Percent of Class: 22.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 28,694,918 Ordinary Shares
(ii) shared power to vote or direct the vote: none
(iii) sole power to dispose or 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
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
The Shareholder 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, which
may have had the effect of causing the parties filing this statement to be part
of a group, was terminated on March 18, 1997.
Item 10 Certification: Not Applicable
Signature
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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 10, 1998
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
By: /s/ Walter C. Kelly
-------------------
Walter C. Kelly, Vice President, Finance
Date: February 10, 1998
WISCONSIN CENTRAL INTERNATIONAL, INC.
By: /s/ Walter C. Kelly
-------------------
Walter C. Kelly, Vice President, Finance
SC 13G/A - 3
