WISCONSIN CENTRAL TRANSPORTATION CORP
8-K, 1998-02-05
RAILROADS, LINE-HAUL OPERATING
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                          UNITED STATES SECURITIES AND
                               EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   -------------------------------------------


                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                        Date of Report: January 28, 1998



                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION
                ------------------------------------------------

             (Exact name of registrant as specified in its charter)






             Delaware                  0-19150               36-3541743
 ------------------------------      -----------        ---------------------
(State or other jurisdiction of      (Commission           (I.R.S. Employer
 incorporation or organization)      File Number)       Identification Number)



   6250 North River Road, Suite 9000
         Rosemont, Illinois                                     60018  
 ------------------------------------                          --------
 (Address of principal executive offices)                     (Zip Code)


   Registrant's telephone number,
         including area code                                (847) 318-4600
                                                             -------------








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<PAGE>



 5.  Other Events

         See press release attached as Exibit No. 20.



                                  SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.



                                               WISCONSIN CENTRAL TRANSPORTATION
                                               CORPORATION


Date: February 5, 1998                         By:  /s/ Walter C. Kelly
                                                  -----------------------------
                                                        Walter C. Kelly
                                                        Vice President, Finance


Date: February 5, 1998                         By:  /s/ Walter C. Kelly
                                                  ------------------------------
                                                        Walter C. Kelly
                                                        Chief Accounting Officer





<PAGE>



                              INDEX TO EXHIBITS


                                                                   Sequentially
                                                                     Numbered
Exhibit No.                      Description                           Page
- ----------                       -----------                           ----

    20                          Press Release                            4
                              (January 28, 1998)








                                  Exhibit No. 20


January 28, 1998                     Contact:  Thomas F. Power, Jr.
                                               Executive VP & CFO (847) 318-4602

             WISCONSIN CENTRAL REPORTS RECORD FINANCIAL RESULTS
                Annual net income increases nearly 60 percent

       ROSEMONT,   Ill.--Wisconsin  Central  Transportation  Corporation  (WCTC)
[NASDAQ:WCLX]   today  reported  record  annual  and  fourth  quarter  operating
revenues,  operating  income,  net income and earnings per share. Net income for
the  fourth   quarter  of  1997  increased  12  percent  (2  percent  before  an
extraordinary charge in 1996) to $17.7 million from the year-ago quarter. Fourth
quarter  earnings per basic common share rose by 13 percent (3 percent before an
extraordinary charge in 1996) to 35 cents from the fourth quarter of 1996.
       WCTC's  operating  revenues for the fourth  quarter of 1997 reached $83.1
million, which was $13.0 million, or 19 percent higher than the year-ago period.
Volume increased 19 percent to a fourth quarter record of nearly 140,000 revenue
units  (excluding  4,700  additional  revenue  units  handled  under  a  haulage
arrangement),  compared with the year-ago  period.  The largest volume increases
were in lumber and wood fibers,  chemical and petroleum products, food and grain
and metallic ore. The company's Duck Creek North lines,  acquired on January 27,
1997, contributed nearly 24,000 additional carloads, primarily metallic ore, for
the fourth quarter of 1997.  Edward A. Burkhardt,  WCTC chairman,  president and
chief  executive  officer  said "The  company's  increased  volume  reflects the
continued strength and diversity of our customer base as well as the integration
of the Duck Creek North lines into our North American operations."
       Operating expenses for the fourth quarter of 1997 were $65.0 million,  an
increase  of $8.7  million  or 15  percent  over 1996.  This  increase  consists
primarily of higher labor and materials expenses related to the increased volume
and  higher  casualty   expenses   (including  a  significant   derailment)  and
depreciation expense.
       The  company's  operating  ratio for the fourth  quarter of 1997 was 78.2
percent, an improvement from 80.3 percent for the year-ago period. The company's
fourth quarter 1997 income from North American operations increased 31.2 percent
to $18.1 million from the year-ago quarter. Burkhardt stated, "I am pleased with
the steady improvement we are achieving in our North American operations."

       The company's fourth quarter 1997 results include equity in net income of
affiliates  of $9.0 million,  or 18 cents per basic common share,  a decrease of
$1.2  million  or 2 cents per basic  common  share  compared  with the  year-ago
quarter.  The fourth quarter 1997 amount  includes a  contribution  from English
Welsh & Scottish  Railway  Holdings  Limited (EWS) of $7.0 million,  versus $7.9
million  for the  year-ago  period.  EWS's  fourth  quarter  1997  results  were
adversely  affected by the inclusion of the initial  results of its Rail Freight
Distribution  subsidiary which was acquired on November 22, 1997, in addition to
higher depreciation and other expenses compared to the year-ago fourth quarter.
       Also included in the company's  1997 fourth  quarter equity in net income
of affiliates is a contribution from Tranz Rail Holdings Limited (Tranz Rail) of
$2.0  million,  versus $2.3 million for the year-ago  period.  This  decrease is
substantially  the  result of a decline in the value of the New  Zealand  dollar
versus the US dollar. This decrease in exchange rate relates to softness in both
the New Zealand and Asian economies.

                              Annual 1997 Results

       For the year ended  December 31, 1997,  WCTC reported net income of $77.4
million,  or $1.52 per basic common share,  compared with $48.4  million,  or 96
cents per basic common share for the year-ago  period.  Contributing to the 1997
results were record North  American  operating  revenues,  volume and  operating
income,  the Duck Creek North  acquisition and the investment in EWS. EWS's 1996
contribution included less than a full year of results for the trainload freight
companies which were acquired from British Rail on February 24, 1996.
       Net  income  for 1996  was  reduced  by $9.8  million  due to an  adverse
arbitration ruling for disputed switching charges and related interest and by an
extraordinary  charge of $1.6 million (net of income taxes)  resulting  from the
early retirement of debt.

       Shares of  Wisconsin  Central  Transportation  Corporation  are  publicly
traded on the NASDAQ National Market System under the symbol WCLX. The company's
principal  subsidiaries,  Wisconsin  Central  Ltd.,  Fox Valley & Western  Ltd.,
Algoma  Central  Railway  Inc.  and Sault  Ste.  Marie  Bridge  Company  operate
approximately  3,000  route  miles  of  railway  serving  Wisconsin,   Illinois,
Minnesota,  Michigan's Upper  Peninsula,  and Ontario,  Canada.  WCTC holds a 23
percent  equity  interest in Tranz Rail Holdings  Limited,  which operates 2,400
route miles of railway  nationwide in New Zealand.  WCTC also holds a 34 percent
equity  interest in English  Welsh & Scottish  Railway  Holdings  Limited  which
operates most of the freight railroad services in Great Britain. WCTC also holds
a 33 percent equity interest in Tasrail  Services Pty.  Limited  (Tasrail) which
operates 300 route miles of railway statewide in Tasmania, Australia.

<PAGE>
<TABLE>
<CAPTION>

                       WISCONSIN CENTRAL TRANSPORTATION CORPORATION (NASDAQ)

                                                                     1997                   1996
                                                                -------------          -------------
                                                                             (unaudited)
<S>                                                             <C>                    <C>
Quarter ended December 31:
Operating revenues <F1>                                         $  83,088,000          $  70,063,000
Operating expenses                                              $  64,953,000          $  56,238,000
Income from operations <F1>                                     $  18,135,000          $  13,825,000
Operating ratio <F1>                                                     78.2%                  80.3%
Interest on disputed switching charges                          $     294,000          $     210,000
Income before equity in net income of affiliates and
   extraordinary item                                           $   8,680,000          $   7,144,000
Equity in net income of Tranz Rail                              $   1,981,000          $   2,325,000
Equity in net income of EWS                                     $   7,019,000          $   7,900,000
Equity in net income of Tasrail                                 $      30,000          $          --
Income before extraordinary item                                $  17,710,000          $  17,369,000
Extraordinary item                                              $          --          $  (1,602,000)<F2>
Net income                                                      $  17,710,000          $  15,767,000

Average number of basic common shares outstanding                  51,006,000             50,762,000

Basic earnings per common share outstanding:
Income before extraordinary item                                    $    0.35              $    0.34
Extraordinary item                                                  $      --              $   (0.03)<F2>
Net income                                                          $    0.35              $    0.31

Average number of diluted common shares outstanding                51,411,000             51,422,000

Diluted earnings per common share outstanding:
Income before extraordinary item                                    $    0.34              $    0.34
Extraordinary item                                                  $      --              $   (0.03)<F2>
Net income                                                          $    0.34              $    0.31

Year ended December 31:
Operating revenues:
   Before disputed switching charges <F1>                       $ 333,510,000          $ 278,397,000
   Disputed switching charges                                   $          --          $ (13,278,000)
   Total operating revenues <F1>                                $ 333,510,000          $ 265,119,000
Operating expenses                                              $ 255,831,000          $ 226,388,000
Income from operations:
   Before disputed switching charges                            $  77,679,000          $  52,009,000
   After disputed switching charges                             $  77,679,000          $  38,731,000
Operating ratio:
   Before disputed switching charges                                     76.7%                  81.3%
   After disputed switching charges                                      76.7%                  85.4%
Interest on disputed switching charges                          $     924,000          $   2,910,000
Income before equity in net income of affiliates and
   extraordinary item                                           $  38,808,000          $  17,357,000
Equity in net income of Tranz Rail                              $   8,707,000          $   9,850,000
Equity in net income of EWS                                     $  29,881,000          $  22,827,000
Equity in net income of Tasrail                                 $      30,000          $          --
Income before extraordinary item                                $  77,426,000          $  50,034,000
Extraordinary item                                              $          --          $  (1,602,000)<F2>
Net income                                                      $  77,426,000          $  48,432,000

Average number of basic common shares outstanding                  50,913,000             50,647,000

Basic earnings per common share outstanding:
Income before extraordinary item                                    $    1.52              $    0.99
Extraordinary item                                                  $      --              $   (0.03)<F2>
Net income                                                          $    1.52              $    0.96

Average number of diluted common shares outstanding                51,423,000             51,254,000

Diluted earnings per common share outstanding:
Income before extraordinary item                                    $    1.51              $    0.98
Extraordinary item                                                  $      --              $   (0.03)<F2>
Net income                                                          $    1.51              $    0.95
<FN>
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<F1>   Certain amounts which were previously  classified as non-operating  have
       been reclassified as operating  revenues.  The amounts reclassified were
       $960,000 for the quarter ended  December 31, 1996 and $2,959,000 for the
       year ended December 31, 1996.

<F2>   Represents an extraordinary charge (net of income taxes) for the effects
       of early retirement of debt.
</FN>
                                    #   #   #

Contact:           Thomas F. Power, Jr. (847) 318-4602
                   Executive Vice President and Chief Financial Officer
                   Wisconsin Central Transportation Corporation
</TABLE>


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