<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
(Name of Registrant as Specified in its Charter)
WISCONSIN CENTRAL SHAREHOLDERS COMMITTEE TO MAXIMIZE VALUE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)1 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 underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by 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:
_________________________________________________________________
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Wisconsin Central Shareholders Committee to Maximize Value
8600 West Bryn Mawr Avenue - Suite 500N
Chicago, Illinois 60631-3579
Telephone: 773-714-8669
December 29, 2000
Dear Fellow Shareholder:
CONSENT SOLICITATION PERIOD ENDS SOON -- ACT NOW TO MAXIMIZE
THE VALUE OF YOUR INVESTMENT
We are fast approaching the end of the consent solicitation period. All
WHITE consent cards should be returned as soon as possible to be included in the
final tabulation. Our Committee's program has been very well received by
Wisconsin Central shareholders, both institutional and individual, but, as in
Florida, every vote counts, and we need yours!
We stand ready to make special arrangements to include the consents of
large shareholders, and these shareholders should contact Innisfree M&A at its
toll-free number (1-888-750-5834) as soon as possible. Our Committee will also
accept the consent cards of Wisconsin Central employees at its Chicago address
with the commitment that these cards will not be presented to the Company unless
we have received sufficient votes to elect our Board nominees. Employee consent
cards should be addressed to my personal attention. No consent cards from
employees will ever be delivered to the Company unless we believe we have the
votes to replace the Board.
Let's summarize the current situation and the Committee's program to
reverse the decline in performance and share price that we have seen under the
incumbent Board and management.
SLIDING PERFORMANCE AT HOME
. Domestic earnings down 12% in first year of incumbent management after
average annual increase of 28% under my management.
. Carloads in first 46 weeks of 2000 down 4%, ranking WCLX last among railroads
charted. This dismal performance has worsened in the current quarter, with
carloadings down 8%, again ranking WCLX dead last.
. Declining employee morale and lack of effective leadership.
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PERFORMANCE OVERSEAS IN FREEFALL
. Earnings from overseas affiliates down by 73% (before special charges) in
most recent quarter, with projected deficit in last quarter 2000.
. Significant competitive losses to other railroads at EWS.
. Inexperienced management installed by venture capital firms who control the
international investments.
. WCLX Board standing by without protest while value of these investments
plummets due to conflict of interest by WCLX director Carl Ferenbach of
Berkshire Partners.
THE COMMITTEE ADOPTS PROGRAM TO REVERSE DECLINE
AND MAXIMIZE SHAREHOLDER VALUE
. The Committee proposes to reverse the decline in domestic operations and
advocates sale to a strategic investor if this will maximize asset value.
. The Committee proposes a "fix or sell" approach to the overseas investments,
and will not permit what value remains in these investments to be lost by the
venture capital funds that control these companies.
. The Committee will eliminate the classified (staggered) Board so that all
directors will be subject to shareholder election annually.
. The Committee will eliminate conflicts of interest that have resulted in
waste of shareholder funds through payment to firms controlled by Board
members and loss in value of overseas investments through Board support of
the interests of Berkshire Partners rather than the Company.
. The Committee will repurchase the Company's stock as long as it trades below
its inherent value.
THE INCUMBENT BOARD COPIES THE COMMITTEE'S PROGRAM
. The incumbent Board initially opposes the Committee's proposals, calling them
"naive and unworkable," and indicates that it unanimously opposes any sale of
assets or investments.
. Subsequently, the Board, on finding that the Committee's proposals have
gained wide acceptance from shareholders, adopts the Committee's plans to
sell the Company's domestic and overseas holdings.
. The Board claims they were "just about ready" to adopt such a program when
the Committee's program became public.
. The Board's proposals avoid any reform of corporate governance or elimination
of conflicts of interest.
. The Board, with Goldman Sachs, hurriedly invites bids on the Company's
domestic assets and overseas investments, and gives all indication of running
a fire sale.
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. The Company denies reports that President and Chief Executive Officer Thomas
Power spurned an approach by Canadian National in September 1999 to tender
for WCLX shares. The denial is carefully worded, indicating that "no
negotiations ... ever took place." Of course they didn't, as Mr. Power
refused to respond to Canadian National's indications of interest in the
Company! We believe Mr. Power's actions, presumably backed by the incumbent
Board, speak louder than the Board's words as to the Company's purported plan
to sell its domestic operations.
THE ISSUE: WHO WILL BEST MAXIMIZE VALUE
You know where our Committee stands on these issues. There is no waffling
or changed position designed to protect our jobs or outside interests. We
believe our Committee has the industry standing and management ability to
effectively implement our program and, in contrast to the incumbent Board, we do
not answer to anyone other than WCLX shareholders. Neither would we spend our
shareholders' money by granting "golden parachutes" to selected well-connected
management employees.
Shareholders have asked us how we would handle a situation in which
management has an advantageous sale of assets underway at the time the Committee
secures sufficient shareholder votes to replace the incumbent Board. Our
response is that if the proposed transaction truly maximizes value for the
shareholders, we would do all we could to quickly conclude the pending sale. The
Committee does not favor fire sales, but neither does it favor holding onto
assets if value will be maximized through immediate sale.
The Committee will quickly move to reverse the slippage in performance
being experienced by the Company. We will seek to restore employee morale and
customer confidence. Assets being sold will fetch top price only if they are
performing well. We will not entertain bids that compare unfavorably with the
well-run stand-alone value of the Company's domestic assets.
WCLX Chairman Robert Wheeler and President/CEO Thomas Power have written
shareholders complaining about our letters. Their defensive reaction to the
facts we have cited on their performance reminds me of the classic statement
made by Harry Truman: "I'm accused of `giving them Hell.' In fact, I tell the
truth, and they think it's Hell."
We believe the incumbent Board does not have the ability to effectively
manage Wisconsin Central's domestic operation, and is unwilling to confront the
overseas investment debacle due to conflicts of interest. We also have no
confidence that the incumbent Board has the ability to secure the best price in
asset sales or to successfully develop and maximize synergies with strategic
buyers.
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YOU CAN TAKE CONTROL OF YOUR INVESTMENT -
SUPPORT OUR INITIATIVE TO MAXIMIZE SHAREHOLDER VALUE
Wisconsin Central shareholders have the right to determine the value of
their investment by removing this Board and electing the Committee's nominees.
Our program is unambiguous, and we owe allegiance only to our fellow
shareholders.
Immediately before the Committee commenced its initiative, WCLX shares sold
at $10.68. The current share price (as this is written) is $15.50. Would you
risk a return to the earlier price at the hands of incumbent management? We
believe that the failure of the incumbent Board to effectively implement its
newly adopted copy of the Committee's program could result in a decline in the
Company's share price to this earlier level or lower.
Please sign, date and return the enclosed WHITE consent card TODAY. Time is
running out, and time will indeed run out for WCLX shareholders if we are
unsuccessful in obtaining consents representing a majority of all shares
outstanding. This proxy contest is too close to call, and we need YOUR support
to ensure success!
I join my fellow Committee members in wishing you all success in the New
Year. With your help, we will move forward quickly in 2001 with our program to
maximize value for all Wisconsin Central shareholders.
With my sincere thanks for your support,
Edward A. Burkhardt
Chairman
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IMPORTANT NOTE:
---------------
If you have any questions, or need last minute assistance in voting
your shares, please call Innisfree M&A Incorporated or
the Committee at the following telephone numbers:
INNISFREE M&A INCORPORATED: 888-750-5834 (toll-free)
THE COMMITTEE: 773-714-8669
Please do not sign or return the Company's blue revocation card.
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