SC 13D/A 1 b39214scsc13da.txt TWEEDY. BROWNE COMPANY LLC 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3 )* of Tweedy, Browne Company LLC Under the Securities Exchange Act of 1934 Wisconsin Central Transportation Corp. (Name of Issuer) Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 976592105 (CUSIP Number) John D. Spears 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 25, 2001 (Date of Event which Required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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 the provisions of the Act (however, see the Notes). 2 CUSIP No. 976592105 -------------------------------------------------------------------------------- Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy, Browne Company LLC ("TBC") -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- (7) Sole Voting Power TBC has sole voting power with respect to 2,546,893 shares held in certain TBC accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 2,550,753 shares held in certain TBC Accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to dispose of certain shares as more fully set forth herein. ------------------------------------------------------- (10) Shared Dispositive Power 0 shares -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,753 shares -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.49% -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 3 PRELIMINARY NOTE The person filing this Amendment No. 3 is Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company. This Amendment No. 3 amends a Statement on Schedule 13D filed by TBC, TBK Partners, LLC ("TBK") and Vanderbilt Partners, LLC ("Vanderbilt") dated April 13, 1999 (the "Statement"). As a result of a reorganization, TBC is the Managing Member of TBK and Vanderbilt and as such may be deemed to be the beneficial owner of shares held by TBK and Vanderbilt. The filing of this Amendment No. 3 should not be deemed an admission that TBC, TBK and Vanderbilt comprise a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"). This Amendment No. 3 relates to the Common Stock, $0.01 par value (the "Common Stock") of Wisconsin Central Transportation Corporation (the "Company"), which, to the best knowledge of the persons filing this Amendment No. 3, is a company organized under the laws of Delaware, with its principal executive offices located at 1 O'Hare Centre, 6250 North River Road, Suite 9000, Rosemont, Illinois 60018. This Amendment No. 3 contains information regarding shares of Common Stock that may be deemed to be beneficially owned by TBC. Such shares are held in the accounts of various customers of TBC, with respect to which it has investment discretion and sole or shared voting power (the "TBC Accounts"). Other than as set forth herein, to the best knowledge of TBC, there has been no material change in the information set forth in response to Items 1,2, 3,6 and 7 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 3. ITEM 4. PURPOSE OF TRANSACTION The TBC Accounts have acquired the shares of Common Stock owned by it for investment purposes and for none of the reasons enumerated in Item 4 of Schedule 13D, except as set forth herein. TBC may dispose of all or some of the TBC Shares, or may acquire additional shares of Common Stock from time to time, depending upon price and market conditions, evaluation of alternative investments, and other factors. Currently, TBC intends to acquire additional shares of Common Stock in the open market, depending upon the price of the Common Stock from time to time. However, the TBC Shares are subject to client directions; e.g., should a TBC Account decide to liquidate, TBC would be instructed to sell certain of the TBC Shares. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 2,550,753 shares of Common Stock, which constitutes approximately 5.49% of the 46,394,450 shares of Common Stock which TBC believes to be the total number of shares of Common Stock outstanding. The TBC Shares are held in the TBC Accounts. TBC disclaims that it is the beneficial owner of any of the shares of Common Stock held in the TBC Accounts. Nothing contained herein shall be construed as an admission that TBC is the beneficial owner of any of the TBC Shares. The TBC Committee Members may be deemed to be the beneficial owner by reason of their being a Member of TBC of 2,550,753 shares, which constitutes approximately 5.49% of the 46,394,450 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the TBC Members is the beneficial owner of any shares of Common Stock. Each of TBC and the TBC Members disclaims beneficial ownership of Common Stock. Except as described herein, to the best knowledge of TBC, no person who may be deemed to comprise a group with TBC, or any other person named in Item 2 of the Statement, as amended, beneficially owns any shares of Common Stock. (b) TBC has investment discretion with respect to 2,550,753 shares of Common Stock held by the TBC Accounts and has sole power to dispose or direct the disposition of all of such shares. Of these shares of Common Stock, TBC has sole power to vote or to direct the voting of 2,546,893 shares of Common Stock held in certain TBC Accounts. The TBC Committee Members, solely by reason of his position as such, may be deemed to have (i) shared power to dispose or to direct the disposition of all of the shares of Common Stock held in the TBC Accounts; and (ii) shared power to vote or direct the vote of 2,546,893 shares of Common Stock held in certain TBC Accounts. However, each of the individual members disclaims beneficial ownership of any of the shares of Common Stock held in the TBC Accounts. ( c) Transactions in Common Stock effected by TBC during the sixty-day period and ended as of the date hereof are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE PERSON DATE PURCHASED SOLD Other PER SHARE TBC Accounts 02/28/01 5,000 $ 15.8875 03/07/01 14,547 $ 16.000000 03/13/01 485 $ 16.000000 03/14/01 530 $ 16.000000 03/15/01 1,876 $ 16.000000
5 03/16/01 100,000 $ 15 15/16 03/20/01 57,400 $ 16 03/21/01 26,800 $ 16 03/23/01 5,400 $ 16.000000 03/26/01 21,160 $ 15.997500 03/27/01 32,360 $ 15.9999000 04/02/01 80,245 $ 15.9999000 04/05/01 900 $ 16.0000000 04/10/01 7,370 $ 16.0101000 04/11/01 2,465 $ 16.0200000 04/12/01 7,070 $ 16.0252000 04/17/01 650 $ 16.0200000 04/18/01 16,605 $ 16.0271000 04/19/01 335 $ 16.0755000 04/20/01 19,800 $ 16.0500000 04/23/01 1,820 $ 16.0500000 04/25/01 245,800 $ 16.0307000
(d) To the best knowledge of TBC, each of the persons maintaining an account with TBC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held in said person's TBC Account. (e) Not applicable. SIGNATURE Tweedy, Browne Company LLC ("TBC") after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Amendment No. 3 is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By: /s/ Christopher H. Browne -------------------------------- Christopher H. Browne Member Dated: April 25, 2001