SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Wisconsin Central Transportation Corporation
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
Form - 1
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:__________________________________________
(2) Form, Schedule or Registration Statement No.:____________________
(3) Filing Party:____________________________________________________
(4) Date Filed:______________________________________________________
Form - 2
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OFFICE: MAILING ADDRESS:
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One O'Hare Centre P.O. Box 5062
6250 North River Road Rosemont, IL 60017-5062
Rosemont, IL 60018
Suite 9000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1998 annual meeting of the stockholders of
Wisconsin Central Transportation Corporation
(the "Company") will be held at 9:00 a.m.,
Central Time, on Thursday, May 21, 1998 in the
ground floor auditorium of Riverway Complex,
6133 North River Road (across River Road from
the Westin Hotel and behind the Marriott Suites
Hotel), Rosemont, Illinois 60018, to elect seven
directors and to transact any other business
that may properly come before the meeting.
Stockholders of record at the close of business
on March 25, 1998 are entitled to vote at the
annual meeting.
By Order of the Board of Directors,
THOMAS W. RISSMAN
Secretary
April 8, 1998
Proxy Cover- 1
<PAGE>
Wisconsin Central Transportation Corporation
One O'Hare Centre, 6250 N. River Road, 9th Floor
Rosemont, IL 60018
-----------------------
PROXY STATEMENT
-----------------------
April 8, 1998
The Board of Directors of Wisconsin Central Transportation Corporation (the
"Company") solicits your proxy for use at the 1998 Annual Meeting of
Stockholders of the Company to be held on May 21, 1998. Stockholders may vote
their shares by proxy by signing and mailing the enclosed proxy card or by
following the instructions on the proxy card for telephone or Internet voting. A
proxy may be revoked at any time prior to the voting at the meeting by
submitting a later dated proxy or by giving written notice of such revocation to
the Secretary of the Company. If you plan to attend the annual meeting in
person, please mark the appropriate box on the proxy card and return it promptly
by mail.
Holders of the Company's Common Stock of record at the close of business on
March 25, 1998 are entitled to vote at the annual meeting. On that date,
51,019,083 shares of the Company's Common Stock were issued and outstanding.
Each share entitles the holder to one vote.
A quorum of stockholders is necessary to take action at the annual meeting.
A majority of the outstanding shares of Common Stock will constitute a quorum of
stockholders. The inspectors of election appointed for the annual meeting will
determine whether a quorum is present and will treat abstentions as shares of
Common Stock that are present and entitled to vote for purposes of determining
the presence of a quorum. If a broker indicates on a proxy that it does not have
the discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
The persons appointed by the enclosed proxy card have advised the Board of
Directors that it is their intention to vote at the annual meeting in compliance
with the instructions of the proxies received from stockholders with respect to
election of seven directors and in their discretion on other matters brought
before the meeting, including matters that, as of the date of this proxy
statement, the Board of Directors does not know will be brought before the
meeting. Absent any voting instructions to the contrary, shares represented by
proxies will be voted FOR election of the seven nominees for director.
This proxy statement and the enclosed proxy card are being first mailed to
stockholders on or about April 8, 1998.
Your vote is important. Please sign and return the proxy card by mail or
vote your shares by telephone or the Internet, whether or not you plan to attend
the meeting.
Proxy - 1
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors is composed of seven directors, all of whom are
elected annually to serve until the next annual meeting of stockholders or until
their successors have been elected and are qualified. All seven current members
of the Board of Directors have been nominated for re-election. If for any reason
any of these nominees becomes unable or is unwilling to serve at the time of the
meeting, the persons named in the enclosed proxy card will have discretionary
authority to vote for a substitute nominee or nominees. It is not anticipated
that any nominee will be unavailable for election. A plurality of the shares of
Common Stock voted in person or by proxy is required to elect a director.
The Board of Directors recommends a vote FOR election of the seven nominees
for director.
Nominees for Election
The following table sets forth the name, age (as of April 1, 1998) and
present position with the Company of each nominee for election at this meeting:
Name Age Position with Company
------------------- --------- ------------------------------------
Edward A. Burkhardt 59 Chairman, President,
Chief Executive Officer and Director
Carl Ferenbach 55 Director
Roland V. McPherson 63 Director
Thomas F. Power, Jr. 57 Executive Vice President,
Chief Financial Officer and Director
Thomas W. Rissman 40 Director
A. Francis Small 52 Director
Robert H. Wheeler 52 Director
The following information regarding the nominees for election to the Board
of Directors includes each nominee's present principal occupation, period of
service as a director of the Company and its subsidiaries, other business
experience during the last five years and directorships in other publicly held
companies.
Mr. Burkhardt has served as a director, President and Chief Executive
Officer of the Company since its formation in 1987. He was elected to the
additional position of Chairman in January 1996. He serves as a director and the
President and Chief Executive Officer of each of the Company's subsidiaries. Mr.
Burkhardt is also a director and the Chairman of the Board of Tranz Rail
Holdings Limited ("Tranz Rail"), the New Zealand railroad in which the Company
has an investment, a director, Chairman and Chief Executive Officer of English
Welsh & Scottish Railway Holdings Limited ("EW&S"), the Great Britain railroad
in which the Company has an investment and a director and the Chairman of the
Board of Australian Transport Network Limited ("ATN"), the Australian rail
holding company in which the Company has an investment. He is also the President
and Treasurer of the San Luis Central Railroad Company. From 1967 to 1987, Mr.
Burkhardt was employed by the Chicago and North Western Transportation Company,
most recently as Vice President, Transportation. Mr. Burkhardt has 37 years of
railroad management experience.
Mr. Ferenbach has served as a director of the Company since 1987. He also
serves as a director of three of the Company's principal subsidiaries, Wisconsin
Central Ltd. ("WCL"), Fox Valley
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<PAGE>
& Western Ltd. ("FVW") and Wisconsin Central International, Inc. ("WCI"). Mr.
Ferenbach also serves as a director of Tranz Rail, EW&S, ATN, US Can Corporation
and serves as Chairman of the Board of Crown Castle International Corporation
(U.S.) and Castle Transmission International Inc. Since 1986, he has been a
Managing Director of Berkshire Partners LLC, Boston, Massachusetts, a private
equity firm sponsoring and investing in acquisitions and recapitalizations.
Mr. McPherson has served as a director of the Company since 1987. He also
serves as a director of WCL, FVW and WCI. Since 1989, he has been employed as
the Chairman and Chief Executive Officer of Sullivan Industries, Inc. (a
manufacturer of air compressors). From 1988 until 1989, Mr. McPherson was
self-employed. From 1974 until 1988, Mr. McPherson was employed as Chairman and
Chief Executive Officer of Armstrong Containers, Inc. (a manufacturer of metal
containers).
Mr. Power has served as a director, Executive Vice President and Chief
Financial Officer of the Company since its formation in 1987. He serves as
Executive Vice President and Chief Financial Officer of each of the Company's
subsidiaries and as a director of each of the Company's subsidiaries other than
Algoma Central Railway Inc. ("ACRI") and WC Canada Holdings, Inc. ("WCCHI"). Mr.
Power also serves as a director of Tranz Rail, EW&S and ATN. From 1985 to 1987,
Mr. Power was self-employed. From 1970 to 1985, Mr. Power was employed by the
Chicago, Milwaukee, St. Paul and Pacific Railroad Company, most recently as
Chief Financial Officer. Mr. Power has over 30 years of railroad management
experience.
Mr. Rissman has served as a director of the Company since January 1992 and
is also a director of each of the subsidiaries of the Company other than ACRI
and WCCHI. Mr. Rissman also has served as Secretary of the Company, a
non-executive office, since June 1991. Mr. Rissman also serves as a director of
Tranz Rail, EW&S and ATN. Mr. Rissman has been a member of the law firm of
McLachlan, Rissman & Doll since December 1987.
Dr. Small has served as a director of the Company since December 1996. Dr.
Small has been a director and the Managing Director of Tranz Rail and its
predecessors since 1990 and has been employed by Tranz Rail and its predecessors
for 33 years. Dr. Small also serves as a director and the Managing Director of
ATN. Dr. Small has 22 years of railroad management experience.
Mr. Wheeler has served as a director of the Company since its formation in
1987 and is also a director of each of the subsidiaries of the Company other
than ACRI and WCCHI. Mr. Wheeler also serves as a director of Tranz Rail. Mr.
Wheeler was a member of the law firm of Oppenheimer Wolff & Donnelly from
December 1987 to August 1994, and is now of counsel to that firm.
Information Regarding Board of Directors
Committees of the Board of Directors. The Board of Directors of the Company
currently maintains an Executive Committee, an Audit Committee, a Compensation
Committee and a Finance Committee. The Board of Directors does not maintain a
Nominating Committee.
The Executive Committee is authorized to meet between meetings of the Board
of Directors and, except as restricted by law, possesses the authority to act
for and on behalf of the Board of Directors. The members of the Executive
Committee are Edward A. Burkhardt (Chairman), Carl Ferenbach, Thomas F. Power,
Jr. and Robert H. Wheeler.
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<PAGE>
The Audit Committee annually recommends the selection of a firm of
independent public accountants to audit the consolidated financial statements of
the Company and its subsidiaries for the coming year. The Audit Committee also
reviews with representatives of the independent public accountants the auditing
arrangements and scope of the independent public accountants' audits of the
accounting records, the results of those audits, the independent public
accountants' fees, any problems identified by the independent public accountants
regarding internal accounting controls and related recommendations. The
Company's internal audit department reports to the Audit Committee. The members
of the Audit Committee are Roland V. McPherson (Chairman), Robert H. Wheeler and
Thomas W. Rissman. No member of the Audit Committee is an executive officer of
the Company.
The Compensation Committee makes recommendations to the Board of Directors
as to the salaries and other compensation of all elected officers and as to the
benefit plans for all Company employees. The members of the Compensation
Committee are Robert H. Wheeler (Chairman), Roland V. McPherson and Carl
Ferenbach. No member of the Compensation Committee is an executive officer of
the Company.
The Finance Committee makes recommendations to the Board of Directors and
is given specific authority by the Board of Directors from time to time to act
on behalf of the Board of Directors in approving certain matters relating to the
issuance of securities by the Company. The members of the Finance Committee are
Carl Ferenbach (Co-Chairman), Thomas W. Rissman (Co-Chairman) and Robert H.
Wheeler.
Meetings of the Board of Directors and Committees. During 1997, the Board
of Directors of the Company met eight times, the Audit Committee met two times
and the Compensation Committee met three times. The Finance Committee and the
Executive Committee did not meet.
Compensation of Directors. Directors who are full-time employees of the
Company do not receive additional cash compensation for their services as
directors. The members of the Board of Directors who are not full-time employees
of the Company are compensated at the rate of $25,000 per year plus $1,000 for
each meeting attended, including meetings of the Boards of the Company's
subsidiaries. Members of the Committees of the Board of Directors are
compensated at the rate of $750 per meeting, including committees of
subsidiaries' Boards. Members are compensated for only one meeting if meetings
of the Board of Directors of the Company and a subsidiary are held on the same
day.
Pursuant to the Company's Director Stock Option Plan, approved by the
stockholders at the 1994 annual meeting, on the day after each annual meeting
(beginning in 1994) each continuing director is granted an option to purchase
6,000 shares of Common Stock, and any newly-elected director is granted an
option to purchase 18,000 shares of Common Stock. The exercise price for the
Director Stock Options is fair market value as of the date of grant. The term of
the options ends the earlier of 10 years after the date of grant or one year
after the optionee ceases to be a director of the Company. All directors,
including directors who are full-time employees of the Company, participate in
the Director Stock Option Plan.
Proxy - 4
<PAGE>
Executive Compensation
Summary of Compensation. The following table summarizes the total
compensation of the Chief Executive Officer and the four other most highly
compensated executive officers of the Company for fiscal year 1997 and the total
compensation of each such individual for the Company's two previous fiscal
years.
<TABLE>
<CAPTION>
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SUMMARY COMPENSATION TABLE
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Long-Term
Annual Compensation Compensation Awards
------------------------------------- -------------------- ---------------------------
Name and Principal Position Year Salary ($) Bonus($)(1) Stock Options (Shares)(2)
------------------------------------- ------ ------------ ------------- ---------------------------
<S> <C> <C> <C> <C>
Edward A. Burkhardt, 1997 472,000 106,294 6,000
President and Chief 1996 450,000 0 6,000
Executive Officer 1995 324,494 12,980 6,000
Thomas F. Power, Jr., 1997 388,500 87,490 6,000
Executive Vice President 1996 370,000 0 6,000
and Chief Financial Officer 1995 269,491 10,780 6,000
J. Reilly McCarren, 1997 204,000 45,941 0
Executive Vice President 1996 96,212 210,000 90,000
and Chief Operating Officer 1995 - - -
of Operating Subsidiaries (3)
Earl J. Currie 1997 153,000 27,571 0
Vice President, Planning (4) 1996 100,000 0 30,000
1995 - - -
Glenn J. Kerbs, 1997 145,800 26,273 0
Vice President, Engineering 1996 140,000 0 0
of Operating Subsidiaries 1995 132,000 5,280 0
<FN>
(1) Annual bonus amounts were earned and accrued during the fiscal years
indicated and paid after the end of each applicable fiscal year.
(2) Adjusted as appropriate for the three-for-one stock split which was
effective on May 31, 1996.
(3) Mr. McCarren became an employee of the Company in July 1996. His 1996 bonus
was paid in connection with his becoming an employee of the Company.
"Operating Subsidiaries" are WCL, FVW, ACRI and Sault Ste. Marie Bridge
Company.
(4) Mr. Currie became an employee of the Company in May 1996.
</FN>
</TABLE>
Stock Option Grants in 1997. The following table sets forth information
concerning the grant of stock options during 1997 to the Chief Executive Officer
and the four other most highly compensated executive officers of the Company.
Proxy - 5
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable
Percentage Value at
of Total Assumed
Number of Options Annual Rates of
Securities Granted to Stock Price
Underlying Employees Appreciation For
Options in Exercise Option Term ($)
Granted Fiscal Year Price Expiration ----------------------
Name (Shares) 1997(%) ($ Per Share) Date 5% 10%
--------------------------- -------------- ------------------ -------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Edward A. Burkhardt(1) 6,000 14.3 33.1875 5/15/07 125,235 317,355
Thomas F. Power, Jr.(1) 6,000 14.3 33.1875 5/15/07 125,235 317,355
J. Reilly McCarren 0 0 - - - -
Earl J. Currie 0 0 - - - -
Glenn J. Kerbs 0 0 - - - -
- ----------------
<FN>
(1) Options were granted to Mr. Burkhardt and Mr. Power under the Company's Director Stock Option Plan.
</FN>
</TABLE>
Option Exercises and Year-End Value of Options. The following table
sets forth information concerning the exercise of stock options during 1997, and
the year-end value of unexercised options, for the Chief Executive Officer and
the four other most highly compensated executive officers of the Company.
<TABLE>
<CAPTION>
OPTION EXERCISES AND YEAR-END VALUE TABLE
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Options at December 31, 1997($)(1)
on Value December 31, 1997 ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
--------------------------- ------------ ---------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward A. Burkhardt 0 - 24,000 0 106,002 0
Thomas F. Power, Jr. 0 - 24,000 0 106,002 0
J. Reilly McCarren 0 - 15,000 75,000 0 0
Earl J. Currie 0 - 7,500 22,500 0 0
Glenn J. Kerbs 0 - 29,808 192 296,739 1,911
- ----------------
<FN>
(1) Based on the closing price of one share of Common Stock on December 31, 1997 ($23.375) less the exercise
price.
</FN>
</TABLE>
Compensation Committee Report on Executive Compensation
The following is a report of the Compensation Committee of the Board of
Directors:
The Compensation Committee reviews the salaries of each executive officer
of the Company annually. It consults with the Chief Executive Officer regarding
salaries other than those of the two executive directors, and it makes
recommendations to the Board of Directors for salaries of the executive
officers. Each year the Compensation Committee also recommends specific
implementation of the Company's management incentive compensation plan for the
year, for consideration by the Board of Directors. That plan, as implemented for
1997, provides for cash payments to management based on the Company's achieving
earnings before interest and taxes, after certain adjustments, at or above a
target level and on certain additional performance and safety tests. The annual
performance targets are established for each year based upon the operating plan
for that year and are designed to provide
Proxy - 6
<PAGE>
incentives to meet or exceed the operating plan. The amount of incentive
compensation paid to executive officers for 1997 was a percentage of base salary
based on the amount by which the performance targets for the year were exceeded,
in accordance with a schedule approved when the targets for the year were
established.
The Company has not established incentive compensation based on the
performance of the stock of the Company. All executive officers of the Company
hold stock of the Company and options to acquire additional shares of stock of
the Company. In most cases the executive officer's holdings of Company
securities represent a substantial proportion of his net worth. The Committee
believes that these holdings have created economic interests for management
consistent with those of the Company's other stockholders.
The Chief Executive Officer receives a base salary as recommended by the
Compensation Committee and approved by the Board of Directors. In addition, the
Chief Executive Officer participates in the incentive compensation program
described above. The salary of the Chief Executive Officer was first negotiated
in October 1987 when the Company was organized and has been increased in each
succeeding year after an annual review by the Compensation Committee. In its
annual review of the Chief Executive Officer's base salary, the Compensation
Committee considers the Chief Executive Officer's responsibilities and
performance, as well as the compensation paid to chief executives of other rail
transportation companies and other industrial companies of comparable size. As
described above for all executive officers, the incentive compensation of the
Chief Executive Officer for fiscal year 1997 was paid in accordance with the
terms of the management incentive compensation plan. The Chief Executive
Officer's incentive compensation is not based upon performance of the stock of
the Company. A significant factor in the Compensation Committee's consideration
of incentive compensation for the Chief Executive Officer is his ownership of
3,503,736 shares of Common Stock and the resulting consistency of his economic
interests with those of the Company's other stockholders.
The Company's policy with respect to executive compensation is to have all
compensation qualify for deductibility under the provisions of the Internal
Revenue Code.
The Compensation Committee
Robert H. Wheeler, Chairman
Roland V. McPherson
Carl Ferenbach
Transactions With Management And Others
Oppenheimer Wolff & Donnelly, to which Robert H. Wheeler is of counsel, has
provided legal services to the Company in connection with various labor matters,
litigation, regulatory issues and corporate issues since shortly after the
Company's formation and continues to provide legal services to the Company. The
amounts paid during 1997 were $989,223.
McLachlan, Rissman & Doll, of which Thomas W. Rissman is a member, has
provided legal services to the Company in connection with various corporate and
financing matters since December 1, 1987 and continues to provide legal services
to the Company. The amounts paid during 1997 were $438,169.
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<PAGE>
Tranz Rail, of which six directors of the Company are directors and hold
shares or options (or both), is party to a Management Services Agreement with
the Company under which the Company provides management services to Tranz Rail.
The amounts earned by the Company for services under the Tranz Rail Management
Services Agreement in 1997 were $1,100,000.
EW&S, of which four directors of the Company are directors and hold shares
and options, is party to a Management Services Agreement with the Company under
which the Company provides management services to EW&S. The amounts earned by
the Company for services under the EW&S Management Services Agreement in 1997
were $2,210,000.
Stock Price Performance Graph
The following graph compares the cumulative total stockholder return on the
Company's common stock during the period from December 31, 1992 through December
31, 1997 with the cumulative total return on the S&P 500 Index and the S&P
Railroads Index during that period assuming the investment of $100 in the
Company's Common Stock and in each such index at the beginning of such period
and the reinvestment of all dividends.
Tabular Representation of Omitted Graph
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
Company .......... 100 166 229 365 660 390
S&P 500 .......... 100 110 112 153 189 252
S&P Railroads .... 100 124 107 157 195 220
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<PAGE>
Principal Stockholders
The following table sets forth the beneficial ownership of the Company's
Common Stock (i) by each person who is known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock, (ii) by each director,
(iii) by each of the executive officers listed in the Summary Compensation Table
and (iv) by all directors and executive officers as a group. Except as indicated
in notes to the table, each beneficial owner listed in the table has advised the
Company or indicated in filings with the Securities and Exchange Commission that
such owner has sole investment and voting power with respect to the shares
indicated. The information in the table is provided based on information known
to the Company as of March 31, 1998.
Shares Beneficially Owned(1)
----------------------------
Name Number Percent
---- ------ -------
Massachusetts Financial Services Corporation (2) ........ 5,937,239 11.55
Fidelity Management & Research Company (3) .............. 5,531,800 10.76
Capital Group Companies, Inc. (4) ....................... 5,353,800 10.42
Edward A. Burkhardt (5) ................................. 3,528,336 6.87
Thomas F. Power, Jr. (6) ................................ 970,418 1.90
Robert H. Wheeler ....................................... 526,000 1.02
Roland V. McPherson ..................................... 516,582 1.01
Glenn J. Kerbs .......................................... 238,640 *
Thomas W. Rissman (7) ................................... 112,350 *
Carl Ferenbach .......................................... 98,926 *
J. Reilly McCarren ...................................... 64,400 *
A. Francis Small (8) .................................... 22,000 *
Earl J. Currie .......................................... 16,700 *
Directors and executive officers as a group
(16 persons) (9) ........................................ 8,286,866 16.13
* Percentage beneficially owned does not exceed 1%.
(1) Any shares which a person has the right to acquire through exercise of
options exercisable within 60 days after March 31, 1998 are considered to
be outstanding for purposes of this table. Listed shareholders have such
options to acquire shares in the following numbers: Mr. Burkhardt: 24,000;
Mr. Power: 24,000; Mr. Wheeler: 24,000; Mr. McPherson: 24,000; Mr. Kerbs:
30,000; Mr. Rissman: 24,000; Mr. Ferenbach: 24,000; Mr. McCarren: 15,000;
Dr. Small: 18,000 and Mr. Currie: 15,000.
(2) According to a Schedule 13G filed as of February 12, 1998 with the
Securities and Exchange Commission by Massachusetts Financial Services
Corporation ("MFS") which indicates that MFS has sole voting power with
respect to 5,912,539 of these shares and sole dispositive power with
respect to 5,937,239 of these shares. The address of MFS is 500 Boylston
Street, Boston, Massachusetts 02116.
(3) According to a Schedule 13G filed as of February 11, 1998 with the
Securities and Exchange Commission by FMR Corp., Edward C. Johnson 3d and
Abigail P. Johnson which indicates that FMR Corp., Edward C. Johnson 3d and
Abigail P. Johnson each has sole dispositive power with respect to these
shares; Fidelity Management & Research Company, as investment advisor to
the Fidelity Funds, beneficially owns
Proxy - 9
<PAGE>
5,364,000 of these shares; the Fidelity Funds have sole dispositive power
with respect to 5,364,000 of these shares; and FMR Corp. has sole voting
power with respect to 125,800 of these shares. The address of FMR Corp.,
Edward C. Johnson 3d and Abigail P. Johnson is 82 Devonshire Street,
Boston, Massachusetts 02109.
(4) According to a Schedule 13G filed as of February 10, 1998 with the
Securities and Exchange Commission by The Capital Group Companies, Inc.
("CGC") and Capital Research and Management Company ("CRMC") which
indicates that CGC has sole voting power with respect to 1,144,500 of these
shares and sole dispositive power with respect to 5,353,800 of these
shares; and CRMC has sole dispositive power with respect to 3,949,300 of
these shares. Beneficial ownership of these shares are disclaimed by CGC
and CRMC. CGC is a parent holding company of a group of investment
management companies that hold investment power and, in some cases, voting
power over the securities reported in the Schedule 13G. CRMC is a
wholly-owned subsidiary of CGC. The address of CGC and CRMC is 333 South
Hope Street, Los Angeles, California 90071.
(5) Includes 600 shares held by Mr. Burkhardt's daughter and as to which Mr.
Burkhardt disclaims beneficial ownership. The address of Mr. Burkhardt is
One O'Hare Centre, Suite 9000, 6250 N. River Road, Rosemont, Illinois
60018.
(6) Includes 57,000 shares held for the benefit of Mr. Power's spouse who has
sole voting and sole dispositive power with respect to those 57,000 shares.
(7) Mr. Rissman serves as one of two co-trustees who share voting and
dispositive power with respect to 1,701,468 shares held by the Donald J.
McLachlan Trust.
(8) Dr. Small reports that he has shared voting and dispositive power with
respect to these shares.
(9) Includes (i) the 600 shares held by Mr. Burkhardt's daughter and referred
to in Note 5, (ii) the 57,000 shares owned by Mr. Power's spouse and
referred to in Note 6, (iii) the 1,701,468 shares owned by the Donald J.
McLachlan Trust and referred to in Note 7, and (iv) 370,200 shares which
directors and executive officers have the right to acquire through exercise
of options within 60 days after March 31, 1998.
Compliance with Section 16(a) of the Securities Exchange Act
Based upon a review of forms furnished to the Company pursuant to Rule
16a-3 under the Securities Exchange Act and representations from directors and
officers of the Company, the Company has determined that Earl J. Currie reported
later than required his ownership of 10,000 options he received upon becoming an
executive officer of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as independent
public accountants to conduct the annual audit of the financial statements of
the Company for the fiscal year ending December 31, 1998.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
annual meeting. They will have the opportunity to make a statement if they
desire to do so, and they are expected to be available to respond to appropriate
questions.
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<PAGE>
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to each stockholder, on written
request, a copy of the Company's Annual Report on Form 10-K, including the
financial statements and the financial statement schedules, but excluding the
exhibits, required to be filed with the Securities and Exchange Commission for
the fiscal year ended December 31, 1997. Written requests should be directed to:
Thomas F. Power, Jr.
Executive Vice President and Chief Financial Officer
Wisconsin Central Transportation Corporation
Post Office Box 5062
Rosemont, Illinois 60017-5062
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1999 annual meeting
of the Company must be received by the Company no later than December 31, 1998
to be eligible for inclusion in the Company's proxy statement and form of proxy
relating to the 1999 annual meeting.
OTHER MATTERS
The cost of soliciting proxies by mail, telephone, telecopy or in person,
as needed, will be borne by the Company. Officers or regular employees of the
Company may, without additional compensation, engage in the solicitation of
proxies by telecopy, telephone or personal calls.
Highlights of the meeting will be included in the report to stockholders on
the second quarter of 1998, to be mailed on or about August 15, 1998.
By Order of the Board of Directors,
THOMAS W. RISSMAN
Secretary
Proxy - 11
<PAGE>
APPENDIX 1 TO PROXY STATEMENT - FORM OF PROXY
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
This Proxy is solicited on Behalf of the Board of Directors of
Wisconsin Central Transportation Corporation
The undersigned appoints Edward A. Burkhardt, Thomas F. Power, Jr., Robert
H. Wheeler, Thomas W. Rissman, or any of them, proxies, with full power of
substitution, to vote all shares of Common Stock of Wisconsin Central
Transportation Corporation ("WCTC") owned of record by the undersigned upon all
matters properly coming before the 1998 Annual Meeting of Stockholders to be
held on May 21, 1998 and any adjournments thereof.
This proxy is to be voted as directed on the reverse side of this card. IN
THE ABSENCE OF SPECIFIC DIRECTION, THE PROXIES WILL VOTE THE SHARES OF THE
UNDERSIGNED FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE
AND IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.
Please sign and date this proxy on the reverse side and return it promptly
in the enclosed envelope. If you do not vote by proxy or attend the meeting and
vote by ballot, your shares cannot be voted.
SEE REVERSE (To be signed on reverse) SEE REVERSE
SIDE SIDE
Appendix 1 - 1
<PAGE>
VOTE VIA TELEPHONE OR THE INTERNET -- IT'S QUICK, EASY AND IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card. Please
note all votes cast via the telephone or the Internet must be cast prior to 5
p.m., May 20, 1998. If you wish to change your address or notify the company
that you plan to attend the meeting, please mark the boxes below and return your
proxy by mail.
TELEPHONE VOTING:
- - There is NO CHARGE for this call
- - On a Touch Tone Telephone call TOLL FREE 1-888-807-7699 24 hours per day -
7 days a week.
- - You will be asked to enter the Control Number which is located above your name
and address below.
- --------------------------------------------------------------------------------
OPTION # 1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS, press 1.
- --------------------------------------------------------------------------------
Your vote will be confirmed and cast as you directed. END OF CALL.
- --------------------------------------------------------------------------------
OPTION # 2: If you choose to vote ON THE PROPOSAL SEPARATELY, press 2.
You will hear these instructions:
- --------------------------------------------------------------------------------
Proposal 1: To vote FOR ALL nominees, press 1;
To WITHHOLD YOUR VOTE FROM ALL nominees, press 2;
To vote FOR EACH NOMINEE SEPARATELY, press 3. Please listen to
the instructions to cast your votes.
Your vote will be confirmed and cast as you directed. END OF CALL.
INTERNET VOTING: - As with all Internet access, usage or server fees must be
paid by the user. Visit our Internet voting site at
http://www.equiserve.com/proxy/ and follow the instructions on your screen.
These instructions are similar to those above for telephone voting.
- --------------------------------------------------------------------------------
If you vote via telephone or the Internet, it is not necessary to return your
proxy by mail. THANK YOU FOR VOTING.
- --------------------------------------------------------------------------------
- ----------------------------------DETACH HERE-----------------------------------
[ x ] Please mark votes as in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING MATTER.
1. Election of Seven Directors:
Nominees: Edward A Burkhardt, Carl Ferenbach, Roland V. McPherson,
Thomas F. Power, Jr., Thomas W. Rissman, A. Francis Small,
and Robert H. Wheeler
For Withheld
[ ] [ ]
[ ]_____________________________
For all nominees, except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign and date this proxy and return it
promptly whether or not you plan to attend the
meeting.
Sign exactly as name appears on this card Joint
owners should both sign. If signing for a
corporation or partnership or as agent, attorney or
fiduciary, indicate the capacity in which you are
signing.
Signature:________________ Date________ Signature:_________________ Date________
Appendix 1 - 2
