WISCONSIN CENTRAL TRANSPORTATION CORP
DEFA14A, 2000-12-05
RAILROADS, LINE-HAUL OPERATING
Previous: ISIS PHARMACEUTICALS INC, PRE 14A, 2000-12-05
Next: GENELABS TECHNOLOGIES INC /CA, SC 13G, 2000-12-05




                            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
<PAGE>

                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION
        Reports That ISS Recommends Stockholders Reject Burkhardt Group's
                            Attempt to Seize Control

     ROSEMONT,  Ill.  -- December 5, 2000 --  (Nasdaq:WCLX):  Wisconsin  Central
Transportation   Corporation   ("WCTC")   reported   today  that   Institutional
Shareholder Services ("ISS"), the world's leading proxy voting advisory service,
has  recommended  that  its  clients  vote  AGAINST  the  attempt  by a group of
dissidents  led by Edward A. Burkhardt  (the  "Burkhardt  Group") to replace the
WCTC  board  with its own  nominees.  The WCTC  board  unanimously  opposes  the
Burkhardt Group's consent solicitation to seize control of the company.
     ISS, which provides proxy  advisory  services to  institutional  investors,
mutual funds, and other  fiduciaries,  noted in its December 4, 2000 report that
"...the  dissidents  seek a change in control of the company without any premium
being paid to  shareholders."  In  recommending  the  rejection of the Burkhardt
Group's  proposal  to  replace  the WCTC  board,  ISS  stated:  "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."
     Thomas F.  Power,  Jr.,  President  and Chief  Executive  Officer  of WCTC,
stated:  "We are  gratified  that a neutral,  experienced  outside  observer has
recommended that WCTC stockholders reject the Burkhardt Group's efforts to seize
control of the company.  We look forward to  continuing  our efforts to maximize
value for all WCTC stockholders."
     The  company  urges its  stockholders  to  support  the  company's  current
directors and withhold consent from the Burkhardt Group. Copies of the company's
materials are available from D.F. King & Co., Inc. at (800) 769-4414.

                                    Page - 1
<PAGE>

About Wisconsin Central Transportation Corporation

WCTC's  principal  subsidiaries,  Wisconsin  Central Ltd.,  Fox Valley & Western
Ltd.,  Algoma  Central  Railway  Inc.,  Sault Ste.  Marie  Bridge  company,  and
Wisconsin  Chicago  Link Ltd.,  form the  Wisconsin  Central  System and operate
approximately  2,800  route  miles  of  railway  serving  Wisconsin,   Illinois,
Minnesota,  Michigan's Upper  Peninsula,  and Ontario,  Canada.  WCTC holds 42.5
percent equity interest in English Welsh & Scottish  Railway  Holdings  Limited,
Great Britain's primary freight railroad,  23.7 percent equity interest in Tranz
Rail Holdings  Limited,  New Zealand's  nationwide  railroad and  transportation
company,  and 33 percent equity interest in Australian Transport Network Limited
(ATN), which operates on the Australian mainland and in Tasmania.

This press  release  contains  certain  statements  that are  "forward-looking,"
within the  meaning  of  Section  21E of the  Securities  Exchange  Act of 1934,
including statements regarding, among other matters, the beliefs,  expectations,
plans and  estimates  of the  company  with  respect to certain  future  events,
including without limitation  assumptions related to market valuation and future
performance and similar  expressions  concerning matters that are not historical
facts. Such forward-looking  statements are not guarantees of future performance
and involve known and unknown risks,  uncertainties and other factors that could
cause  actual  events  to  differ  materially  from  those  expressed  in  those
statements.

Shares of Wisconsin  Central  Transportation  Corporation are publicly traded on
The Nasdaq Stock Market(R) under the symbol WCLX. For more information,  see our
home page: www.wclx.com .


CONTACTS:
Ann G. Thoma                                George Sard/Paul Caminiti/Hugh Burns
Wisconsin Central                           Citigate Sard Verbinnen
Transportation Corporation                  (212) 687-8080
(847) 318-4588

                                    Page - 2



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission