SCHEDULE 14A INFORMATION
Soliciting Materials 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 (Revocation of Consent)
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement (Revocation of Consent Statement)
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
--------------------------------------------
(Name of Registrant as specified in its charter)
(Name of person(s) filing proxy statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________
2) Aggregate number of securities to which transaction applies:
_______________________
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): _______________________
4) Proposed maximum aggregate value of transaction:
_______________________
5) Total fee paid: _______________________
/ / Fee paid previously by written preliminary materials.
/ / Check box if any part of the fee is offset as provided in 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: ____________________________________________________
Sch 14A - Cover Page
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[Wisconsin Central Transportation Corporation logo]
OFFICE: MAILING ADDRESS:
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Suite 9000 P.O. Box 5062
One O'Hare Centre Rosemont, IL 60017-5062
6250 North River Road
Rosemont, IL 60018
INDEPENDENT ADVISOR ENDORSES CURRENT
WISCONSIN CENTRAL BOARD OF DIRECTORS
December 6, 2000
DEAR FELLOW STOCKHOLDER:
We promised to keep you apprised of important developments and there is
significant news to report.
Institutional Shareholder Services ("ISS"), the world's leading,
independent shareholder advisory firm, has recommended that stockholders of
Wisconsin Central Transportation Corporation REJECT Edward Burkhardt's slate of
dissident nominees and his attempt to take control of your Company without
offering a control premium to stockholders. We are pleased that a neutral,
experienced outside observer, after carefully reviewing the facts, has endorsed
Wisconsin Central's Board of Directors.
In recommending that stockholders reject Mr. Burkhardt's efforts to remove,
without cause, Wisconsin Central's Board and replace them with Mr. Burkhardt's
hand-picked nominees, ISS said:
"[M]anagement has demonstrated its commitment to the sale of the company
having been involved in the process for over a year. Removal of the board
and management may only impose delay in this process."
ISS is a long-standing advisor on proxy contests, corporate governance and
related issues to many major institutional shareholders, including some of the
most sophisticated investors in the United States. Both we and Mr. Burkhardt met
separately with ISS to explain our respective positions. We had no input into
the writing of their report and, in fact, didn't know what position they'd taken
until the report was final. The report was an endorsement of your Board of
Directors and a rejection of the Burkhardt group's dissident nominees.
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<PAGE>
Consider for yourself what ISS had to say:
* "In essence, the central issue of the proxy contest revolves around which
group is better suited to carry out the sale of the company. ... Since
September 1999, management has considered a variety of alternatives to
maximize shareholder value. For example, the company has conducted studies
with KPMG and three nationally recognized investment banks, such as Goldman
Sachs. These actions lend credibility to the board's claims."
* "...the company has diligently pursued these options over the course of the
last year and thus has acted in a manner consistent with the goal of
maximizing shareholder value."
* "In conclusion, management has demonstrated its commitment to a sale of the
company having been involved in the process for over a year. Removal of the
board and management may only impose delay in this process."
* "While Mr. Burkhardt may question the tactics of the board, there is no
evidence that board has acted against the interests of Wisconsin Central
shareholders."
* "Finally, the dissidents seek a change in control of the company without
any premium being paid to shareholders."
It is particularly gratifying that ISS was able to see through Mr.
Burkhardt's rhetoric and focus on the real economic issue at hand. The ISS
recommendation makes it abundantly clear that Wisconsin Central stockholders
should REJECT Mr. Burkhardt's efforts to remove your directors.
In closing, we continue to be disappointed in Mr. Burkhardt's continual
disparagement of your Company, its Board of Directors, its management and its
affiliated overseas companies, which we view as a desperate attempt to get your
vote. We urge you not to be fooled by his self-serving rhetoric. Instead,
protect your interests by supporting your Board of Directors. Every vote is
important, so please act today by signing, dating and mailing the enclosed BLUE
Consent Revocation card.
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<PAGE>
On behalf of your Board of Directors, thank you for your continued trust
and many expressions of support.
Sincerely,
THOMAS F. POWER, JR. ROBERT H. WHEELER
President and Chairman of the
Chief Executive Officer Board of Directors
IMPORTANT
Your vote is important! Please sign, date and mail promptly your BLUE Consent
Revocation Card in the postage-paid envelope provided. Remember, do not sign any
WHITE consent card or other materials you may receive from the dissident group,
not even as a vote of protest. If you have any questions or require assistance,
you may call D. F. King & Co., Inc., which is assisting your Company, toll-free
at 1-800-769-4414.
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