WISCONSIN CENTRAL TRANSPORTATION CORP
DEFA14A, 2000-11-17
RAILROADS, LINE-HAUL OPERATING
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              [Wisconsin Central Transportation Corporation logo]
                                THE WRITE TRACK
                      News for Wisconsin Central Customers
                             Oct.-Nov. 2000, No. 66

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

                                  WHAT'S NEW?

*    RESTRUCTURING--Wisconsin  Central has  restructured its North American rail
     operations--trimming  44  management  jobs  and  realigning  transportation
     personnel to focus on local issues and customer  service.  Changes  include
     four cuts or  retirements  in marketing  and customer  service and adding a
     market  development  manager at Green Bay,  Wis.  Terminals at Fond du Lac,
     Green Bay,  Neenah and Stevens Point now function on a  stand-alone  basis,
     each headed by a director of terminal operations. Division managers are now
     directors  of road  operations.  Elimination  of a  number  of  engineering
     positions  reflects  WC's  return  next  year to a normal  roadway  capital
     program. (See REORGANIZATION, page 3).

*    WCTC  PROXY  BID,   POSSIBLE   SALE--On   November  3,  Wisconsin   Central
     Transportation  Corporation announced retaining Goldman, Sachs & Co. to act
     as a financial advisor in evaluating--among other alternatives--putting the
     company  up for sale and  disposing  of its  international  holdings  in an
     effort to boost  shareholder  value.  WCTC's action  follows a proxy filing
     October  20 by a  shareholder  committee  headed  by Ed  Burkhardt,  former
     president  and ceo,  seeking  to replace  the  company's  current  board of
     directors  and sell the company to one of the large  Class I  railroads  or
     another qualified purchaser.
     This   information   was   furnished   on  behalf  of   Wisconsin   Central
     Transportation   Corporation,   its  Board  of  Directors  and  Management.
     Information  regarding  the  participants  in Wisconsin  Central's  consent
     revocation  solicitation  and their  interest in such  solicitation  may be
     obtained by reviewing  Wisconsin  Central's  preliminary consent revocation
     materials  as first  filed  with the  Securities  and  Exchange  Commission
     ("SEC") on October 26, 2000.  Wisconsin Central will shortly be sending its
     stockholders definitive consent revocation materials,  which should be read
     as  they  contain  important  information.  A copy of  Wisconsin  Central's
     preliminary  consent  revocation  materials and, when filed, its definitive
     consent revocation  materials,  may be obtained free of charge at the SEC's
     web site at http://www.sec.gov.

*    STB PROPOSAL  COULD MAKE WC A CLASS I CARRIER--The  Surface  Transportation
     Board has  initiated a  rulemaking  proceeding,  Ex Parte 634,  which would
     require railroad holding companies such as Wisconsin Central Transportation
     Corporation  to report on a consolidated  basis.  STB's proposed rule would
     make WC a Class I carrier, based on the current annual revenue threshold of
     $259  million.  WC will likely ask for an  increase in the minimum  revenue
     requirement.

*    FUEL SURCHARGE RAISED TO 3%--Effective October 9, Wisconsin Central added a
     1% surcharge to freight  charges to offset the increased  expense of diesel
     fuel, after the price of West Texas Intermediate Crude Oil exceeded $32 per
     barrel.  This brings the surcharge to 3%. The surcharges will be removed as
     soon as the monthly cost of West Texas Crude falls below $26 per barrel.

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

                                 KEEPING TRACK

     Since our last visit,  Wisconsin  Central has made a cost  control  effort,
reducing a number of management  jobs and seasonal  positions,  but in ways that
would not affect customer service.  The  transportation  department did the most
radical  reorganization  and their  specific  goals  were to  increase  customer
service and customer contact.
     Our third  quarter  earnings were  announced  October 25 with very positive
results  for  the  North  American  properties--despite  significant  fuel  cost
increases.  As always,  we owe thanks to our customers for our ninth consecutive
quarter of record  revenues.  We are enclosing  with this issue a summary of our
third quarter financial results.
     Our friends at the Surface  Transportation  Board are at it again. Under Ex
Parte  634,   railroad  holding  companies  would  be  required  to  file  on  a
consolidated  basis  making WC a Class I carrier,  based on our total  operating
revenues.  We have always strived to be a first-class carrier, but have spent 13
years trying to avoid all the regulatory  burdens and costs that go with Class I
designation.  We do not believe that WC-- consolidated or  otherwise--should  be
put in the same category as the multi-billion dollar mega-systems.
     On October 20, a shareholder committee filed a proxy statement with the SEC
seeking to take control of the WC. Once begun, the vote must completed within 60
days,  so this will not be a long  drawn-out  distraction.  Our current board of
directors  is dealing  with the  response,  while the rest of us stay focused on
running our railroad and serving our customers.  We'll certainly  apprise you of
the outcome.
     We are  going  forward  with  plans  for a  time-definite  service  for non
unit-train  shipments.  The technology is now available to do this and so is the
incentive--since nearly three quarters of our traffic is single car business, as
opposed  to  significantly  smaller  proportions  on the  Class  I's.  We'll  be
contacting customers and representative groups for input and feedback as we move
ahead on this new program.

                                                          Bill Schauer
                                                      Vice President-Marketing

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

                                    Page - 1
<PAGE>

                       ON-TIME RAIL FREIGHT SERVICE COMING

     To meet  customer  demand for truly  reliable  scheduling  of rail  freight
shipments and to gain a greater share of the  transportation  market,  Wisconsin
Central  System is working on a  computer-driven  program to move single carload
shipments--on time--from origin to destination.
     "We  plan to  give  customers  time-definite  service,  eliminating  missed
connections,"  says WCS  President  and CEO Reilly  McCarren.  "To achieve  this
result, we must avoid overloading parts of the network. This is not as simple as
it seems, since capacity  constraints can occur at origin,  destination,  on the
road,  or at  intermediate  rail yards,  where cars may be left behind or trains
delayed. In short, how do we better manage capacity?"
     A major  hurdle,  McCarren  explains,  is the random nature of the railroad
business. "Motor carriers and airlines take requests until they are `maxed out.'
Meanwhile,  railroads  keep accepting  shipments.  This works only if a railroad
consistently staffs and equips for peaks--and then only until investors pull the
plug, because of high operating costs and abysmally low return on assets."
     McCarren  notes a number of railroads have  redesigned  intermodal and unit
train  products.  "We must  redefine  the  carload  model in order to make  this
important part of our business attractive in today's fast-changing markets."

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

                                THE WRITE TRACK
                            WISCONSIN CENTRAL SYSTEM

                             Wisconsin Central Ltd.
                           Algoma Central Railway Inc.
                            Fox Valley & Western Ltd.
                           Sault Ste. Marie Bridge Co.
                           Wisconsin Chicago Link Ltd.

                    P. O. Box 5062 * Rosemont, IL 60017-5062

                    J. Reilly McCarren, President & CEO
                    William R. Schauer, Vice President-Marketing

                    Customer Service Center    1-800-822-6440
                    Marketing/Rate Desk        1-800-852-8335
                    Web site:                  www.wclx.com

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

                                HOW'S BUSINESS?

                              Total Revenue Units
                             (Excludes units moved
                               under contract for
                               Canadian National)

                     Tabular Representation of Omitted Graph

                            2000                    1999
                           ------                  ------
January                    43,907                  43,083
February                   38,058                  44,262
March                      43,053                  47,744
April                      46,340                  49,906
May                        48,220                  49,894
June                       48,855                  48,220
July                       45,928                  49,352
August                     48,970                  49,502
September                  44,965                  41,723
October                    48,191                  45,725
November                                           49,274
December                                           44,515

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

                      WC SYSTEM POSTS RECORD THIRD QUARTER

     Thanks to a 4.6% rise in  operating  revenues to $96.3  million,  Wisconsin
Central   Transportation   Corporation's   North  American  operations  reported
operating  income of $27.8  million,  up 9.5% from the same  quarter  last year,
excluding special items in both years.
     Most   Wisconsin   Central   System  revenue  groups  were  higher  in  the
July-September  2000  period--particularly  paper,  which  was up 12%.  However,
metallic  ore  shipments  were  down this year due to  customer  adjustments  of
inventory levels and the absence of short-term  movements that ended in November
1999.
     Volume in the third quarter 2000 decreased  0.5% to 139,900  revenue units,
or about 700 less than a year ago.
     Increases in fuel, labor and depreciation pushed up operating expenses $1.8
million, or 2.8% above last year.
     Special  items  included a favorable  $2.4  million  Wisconsin  retroactive
property tax settlement  that was partially  offset by a $900,000  restructuring
charge in the quarter.
     WCTC  President  and CEO Tom Power  Jr.  says,  "The  North  American  team
performed very effectively in growing revenues, while holding the line on costs.
The  operating  ratio  (71.2%  before  special  items)--one  of the  best in the
industry  under any  circumstances--is  especially  noteworthy in this high fuel
cost environment."
     WCTC's net income in the third quarter  declined $1.4 million,  or 9.0%, to
$14.5  million.  This was  attributed to a $5.3 million,  or 94.2%,  decrease in
overseas earnings--primarily from the English Welsh & Scottish Railway and Tranz
Rail affiliates, including special items totaling $1.2 million.

                            ------------------------
<TABLE>
<CAPTION>

             WISCONSIN CENTRAL TRANSPORTATION CORPORATION (Nasdaq)

<S>                                                       <C>                      <C>                      <C>

Quarter ending Sept. 30 (unaudited):                             2000                     1999               Change
------------------------------------------------------------------------------------------------------------------------
Revenue units                                                 139,900                  140,600               (0.5)%
Operating revenues                                        $96,334,000              $92,065,000                 4.6%
Operating expenses (excluding special items)              $68,568,000              $66,717,000                 2.8%
Operating ratio (including special items)                       69.7%                    76.7%              7.0 pts
Net income                                                $14,544,000              $15,982,000               (9.0)%

</TABLE>

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

                                    Page - 2
<PAGE>

                     WC REORGANIZES, TRIMS MANAGEMENT STAFF

     Faced  with  rising  costs  in a very  competitive  transportation  market,
Wisconsin Central System has simplified its organizational structure--cutting 44
management  posts by year-end,  which is expected to add $3 million  annually to
the company's cash flow. The  engineering  department will also be trimmed as WC
winds down a multi-year program to expand track capacity.
     WCS President and CEO Reilly  McCarren  notes,  "The  restructuring  is the
first initiative  coming out of a strategic review that began some months ago to
help us hold the line on costs in a period of slower growth."
     The most significant  changes occur in the transportation  department where
responsibilities  for road and yard operations have been separated.  In addition
to the Michigan,  Sault Ste. Marie North, South and West operating  territories,
each major  terminal is now headed by a  director--all  reporting to Ed Terbell,
WCS vice president and general manager. "We've flattened out and downsized every
field  territory  so we can  focus on all our  customer  issues--externally  and
internally," says Terbell.  "We're counting on these changes to improve both our
customer service and our safety performance."
     In other changes,  Dave Kruschwitz has been appointed  director  operations
network with  responsibility  for the operations  center and train  dispatching.
Chris  Hellem  becomes  manager  market  development  at Green Bay,  Wis.  (920)
436-5901.
     Trainmaster positions have been retitled manager operations and yardmasters
are titled supervisor operations.

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

                           TRANSPORTATION DEPARTMENT

                Gary Bright             Director Road Operations West
                Mike Duffert            Director Neenah
                Bill Grimstad           Asst. VP Network Services
                Dan Hall                Director Green Bay
                Rich Miller             Director Road Operations South
                Tim Rice                Director Fond du Lac
                Jamie Rogers            Director Michigan Operations
                Larry Rouse             Director Stevens Point
                Mike Schmitt            Director Training
                Bob Toguchi             General Mgr. Sault Ste. Marie North

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

                               E-COMMERCE UPDATE

     Wisconsin Central's E-Commerce group continues to make progress on four key
objectives identified by customers during a round of focus group meetings in May
2000.

     ONLINE PRICING--Talking to third parties, other railroads,  and Transentric
(formerly  UP  Technologies)  on  applications  that will  permit  user-friendly
inquiries. WC's current pricing applications do not store data in a way that can
be easily accessible via the Web.

     WEB BILL OF LADING--Launched  Web-based  application and working to make it
even easier to use. (See adjacent story.)

     DATA FOR CURRENT  ETA'S--Now  providing a substantial amount of information
on current  car  movements  and working  with  connections  to exchange  carload
shipment schedules.

     CAR  INSTRUCTIONS,  ORDERING,  STATUS--Seeking  a cost-effective  solution.
Alternate options are being explored.

                         Internet Waybilling Available

     Customers may now submit shipping instructions using the WCS E-commerce Web
site: www.wclx.com/apps.shtml. Advantages include:

     *    Access 24 hours/7days a week

     *    Positive acknowledgements

     *    Faxes are eliminated

     *    Orders to move cargo are accurate,  timely and  instantly  available o
          Rework of paper documents and telephone instructions are eliminated

     *    Bills of lading are on-line for five days and  retrievable via the Web
          for three-years.

     Jack Schlag, export traffic manager at Packerland Packing,  Green Bay, Wis.
likes  submitting  bills of lading on line.  "It's a lot  easier to use.  We get
acceptance of our bills of lading now. Before, generally we had to wait a day to
get  confirmation  to make sure the bill showed up  correctly." He also uses the
Web to trace cars. "The Web is more up to date, more accurate."

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

                      CUSTOMERS RESPOND TO WC MINI-SURVEY

     In August,  Wisconsin  Central's  Customer  Services  Center  telephoned 48
customers asking them about:

     1)   Satisfaction with rail industry service;

     2)   Satisfaction with WC's service in particular;

     3)   Diversions to other transport modes;

     4)   Satisfaction with the service provided by Customer Services.

     A similar survey was conducted in November 1999, after the Conrail merger.
     Only 31% of the  respondents  were  satisfied  with rail service in general
last year,  versus 56% this year. Most cited  inconsistent  service as the major
problem.  "Transit  times are slow in the East," says one major  paper  shipper,
"but it's better than it was six months ago." By comparison,  81% said they were
satisfied with WC's service--very  close to the 84% reported by the 39 customers
surveyed  a year ago.  In 1999,  66% of the  respondents  diverted  tonnage to a
different  mode,  compared  with  29%  this  year.  Most  said it was  done at a
customer's request and not due to WC's service.
     WC's Customer Service Center got straight A's for satisfaction: 95% in 1999
and 94% in 2000.
     "Overall,  customers  seem to be  satisfied  with WC's  service,"  says CSC
Director Suzanne Van Huis. Several offered nice compliments, while six expressed
concerns about switching.
     Participants  were drawn from a list of WC's top 100  customers,  including
some located off-line.

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

                            WISCONSIN CENTRAL SYSTEM

                                  Our Pledge:

                       "To offer superior transportation
                          consisting of more frequent,
                          dependable train service, at
                        competitive prices, with proper
                           equipment, accomplished by
                           customer-minded and safety-
                             conscious employees."

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

                                    Page - 3
<PAGE>

                                 WHO'S CALLING?

     Rich Miller has a new title. Prior to October 9, he was division manager of
the Eastern  Division.  Now he's director road  operations  south--a change that
came with Wisconsin Central's recent  transportation  department  reorganization
(see page 3).
     A third-generation railroader, both of Rich's grandfathers were railroaders
for the  Baltimore  & Ohio (now CSX  Transportation)  and his  father  was a B&O
conductor for 37 years.
     Rich was born in North  Vernon,  Ind.,  a  crew-change  point on B&O's  St.
Louis-Cincinnati  main  line.  He  joined  CSXT in 1972 as a track  laborer  and
transferred  to the  transportation  department  in 1984.  Following  stints  as
assistant trainmaster, trainmaster and terminal manager, he advanced to terminal
superintendent at Richmond,  Va. in 1991--a post he held until joining Wisconsin
Central as division manager at Fond du Lac, Wis. in 1998.
     Rich's territory  extends from Fond du Lac south to Chicago,  including the
West Bend  subdivision.  "I spend the bigger  part of my week now in the Chicago
area,  dealing with connecting  railroads and trying to improve  operations down
there."
     Rich notes the division has become busier since joining WC. "My gut feeling
is we're handling about 30% more trains than when I first came here.

                             [Photo of Richard Miller]
                                 RICHARD MILLER
                         Director Road Operations South

We've  hired 50 people  and track  expansions  have also  helped--including  the
double track up Byron Hill (just south of Fond du Lac)  and  siding  extensions,

                                 [Inset Quote]
                           "I think that it's good for
                             operating personnel to
                          develop a relationship with
                          the people who actually load
                             and receive the cars."


such as  Duplainville."  Rich is also  looking  forward  to WC's  upgrading  and
dispatching of the CSXT (B&OCT) Altenheim  Subdivision at Chicago.  "Anything we
can do to add capacity will help."
     Service through Chicago is more  predictable,  Rich notes,  "but it's never
the way you want it. There's big room for improvement."
     A recent  change  is WC's  direct  interchange  with the Union  Pacific  at
Proviso yard (14 miles west of Chicago).  "We're making  excellent runs and it's
turned out to be one of our better interchanges," says Rich.
     He enjoys working at WC. "I have the best of both worlds:  it's Railroading
101, but I don't have to deal with a  bureaucracy  of 2,000 in a general  office
building. I get to deal with Ed Terbell (VP and general manager) and that's it."
     Interacting  with  customers is an important  part of Rich's job.  "They're
good to deal with.  As a terminal  superintendent  on CSX, you let the sales and
marketing people handle it."
     Rich  adds,  "I think  it's  good for  operating  personnel  to  develop  a
relationship  with the people  who  actually  load and  receive  the cars.  It's
enabled us to more  accurately  understand what each other does, and we can give
them better service that way."
     Rich and his wife, Sue, have four children:  twin girls, Sharon and Shanan,
23, a son Jake,  21, and daughter  Megan,  15, who is a freshman in Fond du Lac.
Rich enjoys golfing and spending time with the family.

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

                                THE WRITE TRACK
                            Wisconsin Central System
                                 P. O. Box 5062
                            Rosemont, IL 60017-5062

                                    Page - 4



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