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 1
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WISCONSIN CENTRAL TRANSPORTATION CORPORATION
Commences Distribution of Consent Revocation Materials
Urges Shareholders to Reject Burkhardt Group's
Attempt to Seize Control
State of Wisconsin Investment Board Supports
Current WCTC Board
ROSEMONT, Ill. -- November 14, 2000 -- (Nasdaq:WCLX): Wisconsin Central
Transportation Corporation (WCTC) has commenced distribution of consent
revocation materials to its shareholders. The company is soliciting revocations
of consent in opposition to the solicitation of consents by a group of
dissidents led by Edward A. Burkhardt (the "Burkhardt Group"), which is seeking
to replace the WCTC board with its own nominees. The WCTC board unanimously
opposes the Burkhardt Group's solicitation to seize control of the company.
The company also announced that its second largest shareholder, the
State of Wisconsin Investment Board (SWIB), has indicated it will support the
company's current directors and withhold its consent from the Burkhardt Group.
SWIB owns approximately 9.8 percent of WCTC's outstanding common stock.
WCTC's consent revocation materials highlight the current board's
commitment to maximizing shareholder value as demonstrated in the following
actions:
o As announced on November 3, 2000, the board is pursuing a full range of
strategic alternatives to maximize shareholder value. The company has
retained the investment banking firm of Goldman, Sachs & Co. to act as
financial advisor to the board in evaluating alternatives including,
but not limited to, sale of the company and divestiture of its
international holdings.
o As announced on November 9, 2000, the company has retained Deutsche
Bank AG to act as financial advisor in connection with the potential
disposition of shares in Tranz Rail Holdings Limited.
o In September 2000, the company restructured its North American
operations, the first initiative coming out of an internal strategic
review, which included simplifying its organizational structure and
eliminating 44 salaried positions.
o Since March 21, 2000, the company has repurchased 10 percent of the
shares outstanding.
<PAGE>
Company materials point out that the last three years of Burkhardt's tenure
as CEO saw the company's common stock price fall from a high of $44.00 in the
first quarter of 1997 to a low of $12.38 in the second quarter of 1999, just
prior to Burkhardt's removal by the board. Since Burkhardt's departure, the
current management has improved operations at the company, as the following
results indicate:
o North American operations reported record revenues in every quarter,
and the operating ratio (operating expenses as a percentage of
operating revenue) for the North American operations averaged 74% for
the twelve months ended September 30, 2000, much better than the
average of 83% for North American Class I railroads in the twelve
months ended June 30, 2000, the most current available data.
o The company's New Zealand affiliate, Tranz Rail Holdings Limited, set
new revenue and tonnage records for the last fiscal year and reported
an operating profit improvement of 125 percent.
o The company's UK affiliate, English Welsh & Scottish Railway Holdings
Limited, reported year-over-year revenue growth in the last four
successive quarters following two years of revenue declines and
disappointments under Burkhardt's leadership.
o In the twelve months ended June 30, 2000, compared to the previous 12
months in which Burkhardt was CEO, free cash flow of the company and
free cash flow of the company's international affiliates, taken
together, improved by $112.3 million.
The company urges its shareholders 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>
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.
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
consent revocation materials filed with the Securities and Exchange Commission
("SEC") on November 14, 2000. Wisconsin Central is sending its stockholders
definitive consent revocation materials, which should be read as they contain
important information. A copy of Wisconsin Central's definitive consent
revocation materials may be obtained free of charge at the SEC's web site at
http://www.sec.gov . 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
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