Wisconsin Central Transportation Corporation News Release - 4-Apr-2001 Wisconsin Central Transportation Corporation Stockholders Approve Merger Agreement with Canadian National ROSEMONT, Ill., April 4 /PRNewswire/ -- Wisconsin Central Transportation Corporation (Nasdaq: WCLX) (WCTC) today announced that stockholders overwhelmingly approved the agreement and plan of merger by and between WCTC and a subsidiary of Canadian National Railway Company (CN). Approximately 79% of WCTC's 46.4 million shares outstanding were voted on the proposal, of which 99% supported the transaction. The action was taken at a special meeting of stockholders held earlier today. Thomas F. Power, Jr., President and Chief Executive Officer of WCTC, commented: "We are gratified by our stockholders' strong support and encouragement throughout our entire strategic review and implementation process, culminating in today's vote. The merger of WCTC and CN is the best transaction for our shippers, stockholders and employees." Subject to regulatory approval of the Surface Transportation Board and certain other conditions, stockholders of WCTC will be entitled to receive $17.15 in cash for each outstanding share of common stock held on the effective date of the merger. WCTC expects the transaction will close, in the fall of 2001, assuming the STB reviews the transaction as a "minor" proceeding. WCTC and CN believe the merger should be treated as a minor one by the STB, but, if it is not, CN has the option to terminate the merger agreement without penalty. About Wisconsin Central Transportation Corporation Shares of Wisconsin Central Transportation Corporation are publicly traded on The Nasdaq Stock Market(R) under the symbol WCLX. 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 mainland and in Tasmania. For more information, see our home page: http://www.wclx.com . 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. SOURCE Wisconsin Central Transportation Corporation
Wisconsin Central Transportation Corporation Reports Record Revenues for Year 2000
ROSEMONT, Ill./PRNewswire/ -- Wisconsin Central Transportation Corporation (WCTC) (Nasdaq: WCLX) today reported net income of $10.6 million ($.23 per diluted common share) for the fourth quarter ended December 31, 2000. Net income was reduced by the following special items (net of income taxes): $1.1 million for strategic review and the proxy contest costs, $.6 million for the write-off of deferred acquisition costs, and as previously reported, $1.1 million for organizational changes announced in October 2000 by Tranz Rail Holdings Limited.
Excluding special items, income for fourth quarter 2000 would have been $13.4 million ($.29 per diluted common share), $.02 per share better than the analysts' consensus, compared to $18.3 million ($.36 per diluted common share) for the year-ago quarter.
WCTC President and Chief Executive Officer Thomas F. Power, Jr. commented, "Fuel expense continued to be a major factor, reducing our diluted earnings per share, across all properties, by about $.06 in the fourth quarter and by over $.21 for the full year, compared to 1999."
North American Operations
Excluding special items, the Company's North American operating income for fourth quarter 2000 was $24.3 million compared to $25.5 million in the year- ago quarter.
Versus the year-ago period, fourth-quarter 2000 carloads were down 8 percent, reflecting a softer industrial-economic environment. However, North American operating revenues of $90.9 million were down less than 1 percent from year-ago revenues of $91.4 million, reflecting a more favorable commodity mix and improved pricing.
Reilly McCarren, President and Chief Executive Officer of North American Operations, commented, "Although North American railroads saw traffic slow considerably in November and December, we held our own reasonably well, as we continued to deliver excellent, consistent and award-winning customer service. Plus, our full year 2000 revenues of $372 million set an all-time record for our company."
Fourth quarter 2000 North American operating expenses before special items were $66.6 million, a one percent increase compared to $65.9 million for last year. Increases in fuel expense and depreciation more than offset decreases in many cost categories. Before special items, the operating ratio (operating expenses as a percentage of operating revenues), a measure of efficiency in the railroad industry, was 73.3 percent versus 72.1 percent for the year-ago quarter.
"The North American team continued to perform very effectively, despite a worsening economic climate," said Power. "Before special items, North American operating ratios of 73.3 percent and 74.5 percent for the fourth quarter and total 2000, respectively, are among the best in the rail industry and are remarkable achievements, especially in this high fuel-cost environment. Once again, the North American team rose to the challenge with flying colors."
International Operations
The Company's fourth quarter 2000 equity in net income of affiliates was $1.2 million versus $5.7 million for the year-ago period. Excluding the special item for Tranz Rail, fourth quarter 2000 equity in net income of affiliates was $2.4 million.
The fourth quarter 2000 net income contribution from EWS was $1.9 million versus $3.7 million last year. Revenues, in U.K. currency, fell 1 percent, while operating expenses were up 2 percent, primarily due to increases in fuel expense, equipment leases and customer service related labor.
Power commented, "As we noted in November, severe rail network disruptions in the U.K. affecting all rail operators were having (and continue to have) a negative impact on EWS revenues and operations. Although EWS revenues were off only slightly compared to the same quarter last year, EWS estimates it lost several million pounds of revenue in the quarter, preventing EWS from achieving its fifth sequential growth quarter. Widely reported operating problems afflicting Britain's rail system, outside EWS control, are masking EWS's improving performance."
Before the $1.1 million charge for organizational changes, Tranz Rail's equity contribution to WCTC's fourth quarter net income was $.5 million. Tranz Rail's results were also impacted by a 75 percent increase in fuel expense.
Full Year Results
For the full year ended December 31, 2000, WCTC reported net income of $45.6 million ($.93 per diluted common share). Excluding special items, net income would have been $57.0 million ($1.16 per diluted common share) versus $66.0 million ($1.29 per diluted common share) for 1999.
Power commented, "We have reported $.93 earnings per share for 2000. Looking back over the full year, there were two major negative impacts on WCTC earnings: a) $.21 per share due to fuel price increases and b) $.18 per share due to write-offs at EWS."
Looking Ahead
Power noted, "We are cautiously optimistic even as we see clouds on the horizon. Although January 2001 traffic for our North American system was actually fairly good, rail traffic patterns of November and December of 2000 suggest the U.S. may be headed into a less favorable economic environment. While fuel prices have moderated somewhat over the last few weeks, we expect fuel prices to remain high in the near-term."
Disclaimer Regarding Forward-Looking Statements. 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 WCTC with respect to certain future events, including without limitation the impact of governmental regulation, the impact of litigation and regulatory proceedings and the actions to be taken by others (including customers and collective bargaining organizations) 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.
WCTC announced on January 30, 2001 that its board and the board of Canadian National Railway Company ("CN") have approved a merger agreement under which CN would acquire all the common stock of WCTC for cash in the amount of US$17.15 per share. The proposed merger is subject to approval by the Surface Transportation Board and a majority of WCTC stockholders. In connection with the proposed transaction, WCTC will file a proxy statement with the Securities and Exchange Commission ("SEC"), the final form of which will be mailed to WCTC stockholders. Information regarding the participants in WCTC's proxy solicitation and their interest in such solicitation may be obtained by reviewing WCTC's definitive consent revocation statement filed with the SEC on November 14, 2000, with respect to a separate matter. Investors are urged to read the proxy statement and other related documents when filed with the SEC, which will be available free of charge at the SEC web site ( www.sec.gov ). In addition, WCTC will provide copies of filed documents without charge upon request made to Ann Thoma at 847-318-4588.
Shares of Wisconsin Central Transportation Corporation are publicly traded on The Nasdaq Stock Market(R) under the symbol WCLX. 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 mainland and in Tasmania. For more information, see our home page: www.wclx.com .
WISCONSIN CENTRAL TRANSPORTATION CORPORATION (NASDAQ)
2000 1999
Quarter ended December 31: (unaudited)
Operating revenues $90,862,000 $91,387,000
Operating expenses, excluding special items $66,612,000 $65,891,000
Special items:
Acquisition cost write-off $1,039,000 $0
Strategic review and proxy contest costs $1,750,000 $0
Total special items $2,789,000 $0
Operating expenses $69,401,000 $65,891,000
Income from operations $21,461,000 $25,496,000
Operating ratio 76.4% 72.1%
Income before equity in net income of
international affiliates $9,387,000 $12,636,000
Equity in net income of international
affiliates
Excluding special items:
EWS $1,868,000 $3,705,000
Tranz Rail $496,000 $1,903,000
ATN $(3,000) $104,000
Special item (Tranz Rail) $(1,112,000) $0
Total equity in net income of
international affiliates $1,249,000 $5,712,000
Net income $10,636,000 $18,348,000
Average diluted shares outstanding 46,523,000 51,268,000
Diluted earnings per share $0.23 $0.36
Twelve months ended December 31:
Operating revenues $372,114,000 $362,744,000
Operating expenses, excluding
special items $277,051,000 $268,792,000
Special items:
Acquisition cost write-off $1,939,000 $0
Restructuring charge $725,000 $3,874,000
Strategic review and proxy contest costs $1,750,000 $0
Property tax settlement $(2,365,000) $0
Total special items $2,049,000 $3,874,000
Operating expenses $279,100,000 $272,666,000
Income from operations $93,014,000 $90,078,000
Operating ratio 75.0% 75.2%
Income before equity in net income of
international affiliates $42,851,000 $44,391,000
Equity in net income of international
affiliates
Excluding special items:
EWS $9,499,000 $13,624,000
Tranz Rail $3,232,000 $4,730,000
ATN $163,000 $881,000
Special items $(10,186,000) $3,231,000
Total equity in net income of
international affiliates $2,708,000 $22,466,000
Net income $45,559,000 $66,857,000
Average diluted shares outstanding 49,004,000 51,302,000
Diluted earnings per share $0.93 $1.30
SOURCE Wisconsin Central Transportation Corporation
January 30, 2001
Canadian National and Wisconsin Central to Hold Media and Investment Analyst Conference Call Jan. 30 to Discuss CN's Proposed Acquisition Of WC
MONTREAL and ROSEMONT, Ill., Jan. 30 /PRNewswire/ -- Paul M. Tellier, president and chief executive officer of Canadian National Railway Company (NYSE: CNI)("CN"), and Thomas F. Power, Jr., president and chief executive officer of Wisconsin Central Transportation Corporation (Nasdaq: WCLX) ("WCTC"), will hold a media and investment analyst teleconference call today at 9.30 a.m. ET (8.30 a.m. CT) to discuss CN's proposed acquisition of WCTC.
CN and WCTC announced this morning at 7.30 a.m. ET that their Boards of Directors have approved a merger agreement under which CN will acquire all the common stock of WCTC for cash valued at US$17.15 per WCTC share. The total enterprise value of the transaction is approximately US$1.2 billion, including approximately US$400 million of WCTC debt.
Reporters and investment analysts in Canada and the United States are asked to telephone 1-800-366-3964 (toll free) at least 10 minutes prior to the conference starting time of 9.30 a.m. ET.
Mr. Tellier and Mr. Power will discuss the transaction and invite questions.
For reporters and analysts unable to participate in the teleconference, a tape of the session will be available. To listen to it, please dial 1-800-405-2236 (toll free) after approximately 12 noon ET Jan. 30 and enter PIN # 819449. The replay will be available until midnight ET, Feb. 2.
A live Internet broadcast of the session will be available at the web sites of CN, www.cn.ca, and WCTC, www.wclx.com .
Canadian National Railway Company spans Canada and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile, Ala., and the key cities of Toronto, Buffalo, Chicago, Detroit, Memphis, St. Louis, Jackson, Miss., with connections to all points in North America. CN's 2000 revenue was C$5,428 million (US$3,691 million).
WCTC's North American rail system comprises approximately 2,850 route miles of track and trackage rights, and it has approximately 2,200 employees, 244 locomotives and 13,900 railcars. Revenues for 2000 are expected to top the 1999 record of US$363 million. The system's principal gateways are Chicago; Duluth, Minn./Superior, Wis.; Green Bay, Wis.; Milwaukee; Minneapolis/St. Paul and Sault Ste Marie, Ont. Its principal North American subsidiaries are Wisconsin Central Ltd., Fox Valley & Western Ltd., Algoma Central Railway Inc., Sault Ste. Marie Bridge Company and Wisconsin Chicago Link Ltd.
This news release contains forward-looking statements. CN and WCTC caution that, by their nature, forward-looking statements involve risk and uncertainty and that each of their results could differ materially from those expressed or implied in such statements. Reference should be made to CN's most recent Form 40-F, and WCTC's most recent Form 10-K, filed with the United States Securities and Exchange Commission (SEC) for a summary of major risk factors.
In connection with the proposed transaction, WCTC will file a proxy statement with the SEC. Investors are urged to read the entire proxy statement because it contains important information. Investors can obtain a free copy of this and other documents filed with the SEC at the SEC web site ( www.sec.gov ). In addition, the proxy statement and other documents filed with the SEC by WCTC will be available without charge from WCTC. Information regarding the participants in WCTC's proxy solicitation and their interest in such solicitation may be obtained by reviewing WCTC's definitive consent revocation statement filed with the SEC on Nov. 14, 2000, with respect to a separate matter. If you wish to get a copy of any such document, please contact Ann Thoma at 847-318-4588. SOURCE Wisconsin Central Transportation Corporation
CONTACT: Mark Hallman of Canadian National, 416-217-6390; Ann Thoma of Wisconsin Central, 847-318-4588/
January 25, 2001Wisconsin Central Earnings Conference Call (Q4 2000) Scheduled to start Thu, Feb 1, 2001, 11:00 am Eastern
To join the LIVE Webcast click on the flashing red dot.
Wisconsin Central Transportation Headquarters.
Wednesday January 18, 2001Press Release SOURCE: Wisconsin Central Transportation Corporation Wisconsin Central Transportation Corporation Reports Stockholders Rejected Burkhardt Group's Attempt to Seize Control by Wide Margin
ROSEMONT, Ill., Jan. 18 /PRNewswire/ -- (Nasdaq: WCLX): Wisconsin Central Transportation Corporation ("WCTC") today announced that final results, of the consent solicitation initiated by a group of dissidents led by Edward A. Burkhardt (the "Burkhardt group"), confirm the Burkhardt group received support of less than one-third of the outstanding shares held by WCTC stockholders, far short of the majority needed to replace the WCTC board with its own nominees.
Thomas F. Power, Jr., President and Chief Executive Officer of WCTC, stated: "We are grateful for the strong support of our stockholders, including their continuing support for the board's program to maximize stockholder value. With the consent solicitation behind us, we can work even more aggressively in our pursuit of strategic alternatives. Goldman Sachs' assignment of identifying and working with potentially interested parties worldwide continues unabated."
Just over 50 percent of WCTC shares were voted in favor of four corporate governance proposals, including a proposal to eliminate WCTC's staggered board. The staggered board had been introduced in May 1999 by Burkhardt shortly before his ouster. These votes were consistent with the recommendations of leading proxy voting advisory services, Institutional Shareholder Services and Proxy Monitor Services, both of which recommended their clients vote against the Burkhardt group's proposals to replace the WCTC board, but in favor of eliminating the staggered board.
Mr. Power commented: "In our meetings and discussions over the last several weeks, many of our stockholders explained their preferences for eliminating staggered boards whenever and wherever possible, and we respect their position."
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.
WISCONSIN CENTRAL SALE PLANS STILL ON TRACK RAILROAD TO PROCEED AFTER PROXY FIGHT WIN
By John Schmeltzer
Tribune Staff Writer
January 16, 2001
Fresh from its victory over dissident shareholders who wanted to sell the
company, the Wisconsin Central Transportation Corp. said Monday that it will
nevertheless proceed with its own divestiture plan.
Wisconsin Central announced in November that it had hired investment bankers
to explore a sale of the Rosemont-based railroad, not long after the ousted
chief executive of the company, Edward Burkhardt, launched a proxy fight
seeking to oust the railroad's board and sell off the company in pieces.
Wisconsin Central's own planned sale, which could leave only a shell
remaining, is not being abandoned, even though the company turned back
Burkhardt's effort, according to Ann Thoma, a spokeswoman for Wisconsin
Central.
Burkhardt, for his part, said he intends to hold the company to its word.
"I don't feel I can rely upon the information they've given out," said
Burkhardt, adding that his group is prepared to again seek election at the
annual meeting of the company in May.
Thoma, however, contended that the company's position hasn't changed since
September 1999, when the company began exploring ways to increase the value
of the company's stock.
"What we did immediately following the filing of the proxy by Ed [Burkhardt]
was to take the behind-the-scenes project and make it public," she said.
Shares of Wisconsin Central, which operates three freight railroads over
2,800 miles of track in Wisconsin, Illinois, Minnesota and Michigan's Upper
Peninsula and owns significant shares of freight railroads in Great Britain,
New Zealand and Australia, have been depressed for more than two years.
But the company's stock price has risen since the shareholders group
launched its effort to unseat the existing board and reinstall Burkhardt as
chairman. The company's shares hit a 52-week high on Jan. 4, when they
closed at $16.62. Still, that's half what the shares were valued at less
than three years ago.
Since putting itself up for sale in November, the company's market
capitalization has risen nearly $100 million, to $765 million.
Thoma and Thomas F. Powers Jr., the president and chief executive of
Wisconsin Central, denied reports in British newspapers that the company has
abandoned plans to sell its 42 percent stake in English Welsh & Scottish
Railway Holdings Ltd.
British stock analysts say Goldman, Sachs Group Ltd., which is shopping the
Great Britain operation to potential bidders, is seeking at least $90
million for Wisconsin Central's stake. Goldman Sachs is also handling the
possible sales of U.S. and Australia operations.
The sale of Wisconsin Central's minority stake in New Zealand's nationwide
railroad is being handled by Deutsche Bank Alex. Browne, Thoma said.
A sale of the company's U.S. rail operations, however, could be affected by
the U.S. Surface Transportation Board's efforts to define circumstances
under which it will allow the nation's largest railroads to merge. A merger
of the Canadian National/Illinois Central Railroad with the Burlington
Northern Santa Fe Railroad was abandoned after the board imposed a 15-month
moratorium to allow it to develop new merger rules.
Wisconsin Central is considered a regional railroad, but it could qualify as
a major carrier if its separate U.S. rail operations were considered as one
piece, according to board staffers.
Apparently to ensure that it doesn't become subject to the more stringent
rules, Wisconsin Central has asked the board to review the classification
rules.
Thoma said she did not know when the sales will begin.
"I can't define a timetable," she said.
Wednesday January 17, 2001Press Release SOURCE: Wisconsin Central Transportation Corporation Wisconsin Central Announces Executive Appointments
ROSEMONT, Ill., Jan. 17 /PRNewswire/ -- (Nasdaq: WCLX - news): Wisconsin Central Transportation Corporation (WCTC) has named Glenn J. Kerbs Vice President of the holding company, reporting to WCTC President and CEO Thomas F. Power, Jr. and will be working on a variety of corporate and railroad projects. Kerbs transfers from his position of Vice President Engineering of the company's North American operating subsidiaries. Kerbs has more than 37 years of railroad management experience and was employed by the Chicago and Northwestern Transportation Corporation (CNW) from 1974, prior to his joining Wisconsin Central at start-up in 1987. Randy H. Henke succeeds Kerbs as Vice President Engineering, reporting to J. Reilly McCarren, President and CEO of Wisconsin Central's North American operations. Henke, 46, joined Wisconsin Central at its start-up in 1987 as Western Division Manager, responsible for field customer service and train operation for approximately one-third of the railroad. In 1995 Henke was named Vice President Planning. From 1996, Henke served the English Welsh & Scottish Railway (EWS), first as head of its marketing division and then as head of the operating division where he is credited with implementing centralized train planning and control, before rejoining WC as Chief Engineer -- Structures in late 1999. Henke, who began his railroad career in 1977 with the CNW after obtaining a civil engineering degree from the University of Wisconsin (Madison), lives in Barrington, Ill., with his wife, Kris, and their two teenage sons. (Photo available by email request at agthoma@wclx.com .) Wisconsin Central Transportation Corporation'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 Northern Ontario, Canada. Operating headquarters are in Stevens Point, Wis. For more information, see Wisconsin Central's home page: www.wclx.com . SOURCE: Wisconsin Central Transportation Corporation .
Wednesday January 17, 2001Wisconsin Central Transportation appoints new VP
ROSEMONT, Ill., Jan 17 (Reuters) - Wisconsin Central Transportation Corp. (NasdaqNM:WCLX - news), which has faced pressure lately from a group of dissident shareholders on board appointments, said Wednesday that it has named Glenn Kerbs as vice president to work on corporate and railroad projects. Kerbs previously served as vice president of engineering for the company's North American operating units. The company said Randy Henke will succeed Kerbs. Wisconsin Central has faced a committee of dissident shareholders that is critical of existing management and which seeks to make the board more accountable to shareholders. Earlier this month, the group obtained a majority backing for a plan to elect all directors annually, but failed to gain support for a move to replace the board with a new line-up of directors. Shares of Wisconsin Central traded 50 cents lower at $16.25 in early afternoon trading on Nasdaq. The stock's 52-week low is $9.8125, and the high is $16.875