<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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FORM OF LETTER
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 _______________________
I'm writing to you personally to ask you to consider giving us your proxy
and to suggest a confidential means for doing so.
If you will send your proxy to me personally I pledge to not present it to
the Company unless we believe we have sufficient votes to effect the replacement
of the Board. In fact, we are handling all employee proxies in this manner, even
if sent to our proxy agent, in response to reports we have received of
intimidation and misinformation by management.
I don't know how this campaign will turn out, and final decisions by
several large institutional holders will in all likelihood determine who wins.
There are circumstances under which the vote could be very close, and I would
like to have you on my side.
Our Committee is committed to a restoration of historic values that
resulted in the huge success we had together at Wisconsin Central. I am greatly
saddened by reports received from numerous employees of lack of candor by top
management, decline in the level of employee communication, and poor morale. We
would address employee issues in any negotiations over a sale of the Company,
and would do our best to see that all Wisconsin Central people were treated
fairly and with respect. I firmly believe that a prospective buyer would receive
maximum value from its ownership by keeping WC separate and allowing its truly
exceptional culture to set a good example for the balance of its rail system.
I am enclosing an envelope specially addressed for this purpose. You should
enclose a white consent card that you will have received with one of our general
mailings, one of which is going out today.
You and I go back a long way, and I truly appreciate the relationship we
have had. That relationship will be unchanged regardless of whether you give us
your proxy. I hope we will have the opportunity to work together again.
Thanks for your consideration. With warm regards,
Sincerely,
Edward A. Burkhardt
Chairman
