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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
976592105
(CUSIP Number)
April 18, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 976592105
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1 NAME OF REPORTING PERSON
Cascade Investment L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,600,300
WITH ------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
------------------------------------
8 SHARED DISPOSITIVE POWER
3,600,300
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,300
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12 TYPE OF REPORTING PERSON
CO
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CUSIP No.: 976592105
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1 NAME OF REPORTING PERSON
William H. Gates III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,600,300
WITH ------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
------------------------------------
8 SHARED DISPOSITIVE POWER
3,600,300
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,300
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12 TYPE OF REPORTING PERSON
IN
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Item 1.
(a) NAME OF ISSUER: Wisconsin Central Transportation Corporation
(the "Issuer").
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER: 6250
North River Road, Suite 9000, Rosemont, IL 60018.
Item 2.
(a) NAME OF PERSONS FILING:
(1) Cascade Investment LLC, a limited liability company
organized under the laws of the State of Washington.
(2) William H. Gates III.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) 2365 Carillon Point, Kirkland, Washington 98033.
(2) One Microsoft Way, Redmond, WA 98052.
(c) CITIZENSHIP:
(1) Cascade Investment LLC is a limited liability company
organized under the laws of the State of Washington.
(2) William H. Gates III is a citizen of the United States of
America.
(d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 Par Value.
(e) CUSIP NUMBER: 976592105
Item 3. Not Applicable.
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: 3,600,300
(b) PERCENT OF CLASS: 7.0%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) Sole power to vote or to direct the vote -0-.
(ii) Shared power to vote or to direct the vote
3,600,300.*
(iii) Sole power to dispose or to direct the disposition of
-0-.
(iv) Shared power to dispose or to direct the disposition
of 3,600,300.*
* All shares may be deemed to be beneficially owned by William
H. Gates III as the sole member of Cascade Investment LLC.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not
Applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not
Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
Applicable.
Item 9. NOTICE OF DISSOLUTION OF A GROUP: Not Applicable.
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Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 28, 2000
--------------
Date
Cascade Investment L.L.C.
By /s/ Michael Larson
----------------------
Michael Larson, Manager
William H. Gates III
By /s/ William H. Gates III, by Michael Larson as attorney in fact
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Michael Larson
as Manager of Cascade Investment LLC and on behalf of William H.
Gates III. Duly authorized under power of attorney dated March
20, 2000, by and on behalf of William H. Gates III.
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by either or both of us will be filed, on behalf of each of us.
DATED: April 28, 2000.
CASCADE INVESTMENT L.L.C.
By: /s/ Michael Larson
-----------------------
Michael Larson, Manager
WILLIAM H. GATES III
By: /s/ William H. Gates III, by Michael Larson as attorney in fact
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Michael Larson*
* Duly authorized under power of attorney dated March 20, 2000, by and on behalf
of William H. Gates III.
EXHIBITS
EXHIBIT 1.1 Special Power of Attorney Appointing Michael Larson Attorney
in Fact dated March 20, 2000
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SPECIAL POWER OF ATTORNEY
I, William H. Gates III, hereby appoint Michael Larson, my true and
lawful attorney in fact for purposes of my separate investment(s) to purchase,
sell (including short sales), dispose of, liquidate, transfer, exchange and/or
otherwise participate in, common or preferred stock, debt (including convertible
debt), interests or memberships in corporations, limited partnerships, limited
liability partnerships, and/or limited liability companies, subject to the
limitations stated below. I hereby give Michael Larson full power and authority
to sign, execute, deliver and acknowledge all necessary or convenient
agreements, amendments, extensions, consents, resolutions and consent
resolutions, joint representation letters and waivers of conflicts of interest,
proxies and other similar types of documents or instruments related to any such
investment(s) and to file any and all documents and forms with any governmental
office or agency, whether U.S., foreign, state or local government (including,
without limitation, the U.S. Securities & Exchange Commission and state
securities administrators or commissions), any stock exchange or stock quotation
system (including without limitation the Nasdaq Stock Market), as may be
required under applicable laws, or rules and regulations of any stock exchange
or stock quotation system, and do and perform all and every act and thing
whatsoever requisite and necessary or convenient to be done related to any such
investment(s), as fully to all intents and purposes as I might or could do if
personally present.
The powers granted herein shall not include any direct investment in
real estate, general partnerships, joint ventures and/or any investments
resulting in unlimited liability. In addition, with regard to any transaction
involving an investment (or series of related investments involving the same
issuer or affiliates of the issuer of any securities being purchased, sold,
exchanged, or transferred) for my account in excess of $100,000,000, Michael
Larson shall have first received my consent to such investment or transaction,
evidenced by a written or email communication.
In addition to the foregoing, I hereby give Michael Larson full power
and authority to sign, execute, deliver and acknowledge all necessary or
convenient documents and to take such other actions on my behalf as I may from
time to time direct or authorize, as evidenced by a written or email
communication from the undersigned. The scope of this power of attorney may be
expanded by such written or email communication and may include matters that are
otherwise limited by, or not within the scope of, this instrument, including,
for illustrative purposes only, real estate, partnerships, joint ventures and
matters not of an investment nature.
This Power of Attorney may be terminated at any time by the undersigned
by providing a written or email notice of such termination to Michael Larson and
to Christopher M. Carletti, Preston Gates & Ellis, 5000 Columbia Center, 701
Fifth Avenue, Seattle, WA 98104, (206) 623-7580; provided, however,
notwithstanding any of the foregoing, this Power of Attorney shall automatically
terminate and be of no further force or effect on and after the first
anniversary date of its signing. As long as any person dealing with Michael
Larson has no knowledge that this Power of Attorney has been revoked, such
person is entitled to rely upon this Power of Attorney
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upon Michael Larson's representation that it is still in effect and that (if
applicable) he has received any required consent of the undersigned.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on this 20 day
of March, 2000.
/s/William H. Gates III
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William H. Gates III
/s/ Wendy Lee Langen /s/ Kristen L. Williamson
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WITNESS WITNESS
STATE OF WASHINGTON )
) ss
COUNTY OF K I N G )
ON THIS DAY personally appeared before me William H. Gates III, to me
known to be the individual described in and who executed the within and
foregoing instrument and acknowledged that he signed the same as his free and
voluntary act and deed for the uses and purposes therein mentioned.
GIVEN UNDER my hand and official seal this 20 day of March, 2000
/s/ Christine L. Turner
---------------------------------
NOTARY PUBLIC
Christine L. Turner
---------------------------------
Print Name
My appointment expires: 11/07/00
[Seal or Stamp]
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