<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
(Name of Registrant as Specified in its Charter)
WISCONSIN CENTRAL SHAREHOLDERS COMMITTEE TO MAXIMIZE VALUE
(Name of Person(s) Filing Proxy Statement)
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:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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:
_________________________________________________________________
<PAGE>
Nov 03, 2000
Wisconsin Central Weighs Possible Sale In Attempt to Boost Shareholder Value
By Nikhil Deogun and Daniel Machalaba
Staff Reporters of The Wall Street Journal
Wisconsin Central Transportation Corp., facing a dissident shareholder in the
form of its former chief executive, has decided to effectively put itself up for
sale, according to people familiar with the matter.
The regional freight rail system is expected to announce Friday that its board
has retained Goldman, Sachs Group Inc. to explore a range of strategic
alternatives, including a possible sale. The company has a market capitalization
of $670 million, but it could fetch as much as $1 billion in a sale.
The Rosemont, Ill., company has been under pressure to boost shareholder value.
Edward Burkhardt, who was Wisconsin Central's president and CEO until last July
when he says he was ousted, has accumulated a 7.2% stake in his former company.
Mr. Burkhardt has been attempting to take control of the board. Earlier this
week, Southeastern Asset Management said it would vote its 14.4% stake in favor
of Mr. Burkhardt's plan to replace the management and the board.
By putting itself up for sale, Wisconsin Central appears to be circumventing Mr.
Burkhardt's attempt. Thursday, Mr. Burkhardt said he hadn't been informed of the
board's decision but thought that the company may "copy" his agenda. Mr.
Burkhardt said a sale would be appropriate "at the right price and the right
conditions and if it generated shareholder value."
People familiar with Wisconsin Central's thinking say the firm had embarked on
this road prior to Mr. Burkhardt's emergence. On Sept. 21, the company, saying
it was committed to improving shareholder value, announced a restructuring of
its North American operations and extended its stock buyback program.
Wisconsin Central is considered one of the most efficient U.S. railroads with
unusually flexible labor rules. Mr. Burkhardt and his managers took a
languishing light density rail network in the 1980s and significantly boosted
business by providing a high level of service. The company operates 2,900 miles
of railway in North America. In addition, the company has minority interests in
railroads in New Zealand, Australia and Britain. The company could attract a
range of buyers for either certain assets or the entire company. Some companies
are believed to have already sent out feelers to Wisconsin Central, which is
considered attractive because it transports large amounts of lucrative traffic
for the paper industry.
A 15-month rail-merger moratorium imposed by the federal Surface Transportation
Board would seem to prevent major U.S. rail companies from making an acquisition
of Wisconsin Central's North American business. But people familiar with the
carrier's thinking believe that a North American rail company could buy its
business because it is a Class II regional carrier. And there is nothing
stopping buyout firms from buying the U.S. system.
At 4 p.m. in Nasdaq Stock Market trading Thursday, shares of Wisconsin Central
were up $1.06 to $14.
--------------------------------------------------------------------------------
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The Wisconsin Central Shareholders Committee to Maximize Value, the members
of the Committee, the nominees for election as directors proposed by the
Committee and certain other persons may be deemed to be participants in the
solicitation of shareholder consents referred to in this filing. Information
regarding each participant is included in the preliminary consent statement
filed by the Committee with the Securities and Exchange Commission on October
20, 2000. The Committee intends to mail definitive copies of the consent
statement, together with consent cards, to Wisconsin Central shareholders in the
near future. Wisconsin Central shareholders are urged to read the consent
statement carefully when it is available because it contains important
information. The Committee's consent statement is available without charge at
the SEC's Internet web site at www.sec.gov. In addition, the Committee will
provide copies of its consent statement without charge upon request. Requests
for copies should be directed to the Committee's information agent, Innisfree
M&A Incorporated, at its toll-free number: 1-888-750-5834.
