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
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(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
December 28, 2000
DEAR FELLOW STOCKHOLDER:
Over the past few weeks, we have had the opportunity to speak to many of you
concerning the future of your company. We are gratified by the continued support
of so many stockholders, both large and small, as well as the endorsement of the
leading independent proxy advisory services, Institutional Shareholder Services
and Proxy Monitor Services.
Our diligence over the past months has paid off, and we firmly believe we are
well positioned to maximize value for all Wisconsin Central stockholders as we
head into 2001. The Board is moving expeditiously with its plans, and is
actively conducting due diligence activities with interested parties.
Your Board is disappointed, however, that the dissident group led by Mr.
Burkhardt continues to disparage the company and its management with personal
attacks, as evidenced in his December 20th letter to stockholders. For the most
part, that letter rehashes Mr. Burkhardt's tired allegations, to which the
company has already responded. Certain statements in that letter, however,
require correction as they are factually inaccurate and potentially misleading
to the investment community.
Specifically, Mr. Burkhardt references discussions between himself and Canadian
National in September 1999, but conveniently fails to tell you that by then he
had already been removed from his positions with the company and had no
authority to act on Wisconsin Central's behalf in any capacity. More
importantly, no negotiations of the sort suggested by Mr. Burkhardt ever took
place, and any suggestion to the contrary is false.
<PAGE>
We again ask you to express your support for our efforts to maximize stockholder
value by signing, dating and promptly mailing the enclosed BLUE revocation of
consent card. We thank you for your continued trust and many expressions of
support, and on behalf of your Board of Directors wish all of our stockholders a
Happy New Year.
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.
