-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ReI1p66Bxpg46u6XfTTJRCrQAYpVZMVbfMpSVmiyzEIW725ZzGK8nO1dWck4lu8w 6phjvGG+BAiK0C43+fYzDw== /in/edgar/work/0000807985-00-500007/0000807985-00-500007.txt : 20001031 0000807985-00-500007.hdr.sgml : 20001031 ACCESSION NUMBER: 0000807985-00-500007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN CENTRAL TRANSPORTATION CORP CENTRAL INDEX KEY: 0000874213 STANDARD INDUSTRIAL CLASSIFICATION: [4011 ] IRS NUMBER: 363541743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41648 FILM NUMBER: 749070 BUSINESS ADDRESS: STREET 1: 6250 N RIVER RD STE 9000 STREET 2: P O BOX 5062 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8473184600 MAIL ADDRESS: STREET 1: P O BOX 5062 CITY: ROSEMONT STATE: IL ZIP: 60017-5062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 STREET 2: STE 301 CITY: MEMPHIS STATE: TN ZIP: 38119 SC 13D/A 1 wclx13d1.txt WCLX 13D AMEND 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment #1) Wisconsin Central Transportation Corporation __________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class and Securities) 976592105 ___________________________________________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Charles D. Reaves Vice President & General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue; Suite 900 Memphis, TN 38119 (901) 761-2474 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 2000 ___________________________________________ (Date of Event which Requires 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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 976592105 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment advisory clients ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 451,500 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 6,396,000 shares (Shared) 241,000 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 692,500 shares ________________________________ :(10) SHARED DISPOSITIVE POWER : 6,396,000 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,088,500 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.4% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 976592105 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Small-Cap Fund I.D. No. 62-1376170 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment company shareholders ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ___________________________________________________________________ :(7) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 5,550,800 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 5,550,800 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,550,800 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.3% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IV ___________________________________________________________________ CUSIP No. 976592105 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners International Fund I.D. No. 62-1749486 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment company shareholders ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ___________________________________________________________________ :(7) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 845,200 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 845,200 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,200 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.7% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IV ___________________________________________________________________ CUSIP No. 976592105 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: None ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : None ________________________________ :(9) SOLE DISPOSITIVE POWER : None ________________________________ :(10) SHARED DISPOSITIVE POWER : None ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 2 ) ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IN ___________________________________________________________________ Introduction. The purpose of this Amendment #1 to the Schedule 13D filed by Southeastern Asset Management, Inc. ("Southeastern") with respect to the common stock (the "Securities") of Wisconsin Central transportation Corporation ("Wisconsin Central" or the "Issuer") is to disclose Southeastern's intent to vote the Securities of Wisconsin Central over which Southeastern exercises or shares discretionary voting authority in favor of the proposals being submitted to shareholders by the Wisconsin Central Shareholders Committee to Maximize Value, as more fully discussed in Item 4. Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the common stock (the "Securities") of Wisconsin Central Transportation Corporation, a Delaware corporation (the "Issuer"). The Issuer has its principal executive offices located at 6250 North River Road, Suite 9000, Rosemont, IL 60018. Item 2. Identity and Background Subparagraphs (a), (b), and (c). This statement is being filed by Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor registered with the Securities & Exchange Commission under the Investment Advisers Act of 1940, as amended. The address of its principal office is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an investment advisor to various individual clients, institutions(including qualified retirement plans), endowment funds and to Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund, each a series of Longleaf Partners Funds Trust, a registered investment company organized as a Massachusetts business trust and having four series or portfolios. Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund, which are joint filers of this Schedule 13D, may be reached c/o Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of the investment advisory clients of Southeastern Asset Management, Inc., including Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund, under sole or shared discretionary authority granted Southeastern. None of the Securities are owned by or on behalf of Southeastern or by any of its directors or officers, or any Trustees or officers of Longleaf. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer of Southeastern, in the event he could be deemed to be an indirect beneficial owner of the Securities reported by Southeastern through the exercise of voting control and/or dispositive power over the Securities as the result of his official positions or ownership of voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns any Securities for its or his own account and each disclaims beneficial interest in any of the Securities reported herein. (d) During the last five years, neither Southeastern, Longleaf Partners Small-Cap Fund, Longleaf Partners International Fund, nor Mr. Hawkins has been convicted in any criminal proceeding. (e) During the last five years, neither Southeastern, Longleaf Partners Small-Cap Fund, Longleaf Partners International Fund, nor Mr. Hawkins has been a party to any civil or administrative proceeding involving any alleged violations of any securities laws. (f) Southeastern is a corporation organized and existing under the laws of the State of Tennessee; Longleaf Partners Funds Trust, of which Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund are series, is a Massachusetts business trust. Mr. Hawkins is a citizen of the United States. The names, business addresses, and principal occupations of each director and executive officer of Southeastern, and each Trustee and executive officer of Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund, are set forth in Schedule I. Item 3. Source and Amount of Funds or Other Consideration The respective investment advisory clients of Southeastern used approximately $111,567,706 in the aggregate to purchase the Securities reported in this filing. All assets used to purchase Securities were assets of these respective clients and none were assets of Southeastern. In addition, none of the proceeds used to purchase the Securities were provided through borrowings of any nature. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which Southeastern has either sole or shared discretionary investment or voting power. The Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer in the event that either should be deemed to be a member of a group under Section 13(d)(3) or the beneficial owner of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership on the part of Southeastern and Mr. Hawkins as members of a group or as beneficial owners is expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities were made for investment purposes only, in the ordinary course of business of Southeastern as a registered investment advisor. Southeastern may purchase additional Securities on behalf of clients in the future, or may sell all or a part of the current holdings of the Securities. Southeastern is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Southeastern analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies, often at management's invitation. Southeastern qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Southeastern may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters in which Southeastern may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause the Company's true economic value to be recognized. In such situations, Southeastern may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. In this situation, Southeastern converted its Schedule 13G filing to a Schedule 13D filing on February 9, 2000, indicating that Southeastern, on behalf of its clients, could support one or more of the types of actions or transactions described in clauses (a) through (j) of Item 4 of the instructions to the Schedule 13D form. Subparagraph (d) of Item 4 to the Schedule 13D instructions describes one such action as ".[a]ny change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board ." Subsequently, management of Southeastern has met with top management of Wisconsin Central and with certain persons who now comprise or represent the Wisconsin Central Shareholders Committee to Maximize Value (the "Committee"), including Mr. Edward A. Burkhardt, the founder of Wisconsin Central in 1987 and thereafter its Chairman, President and Chief Executive Officer until mid 1999. Southeastern originally acquired the ownership position on behalf of its clients when Mr. Burkhardt was the Chairman and CEO, and has thus held this position under his management as well as current management which succeeded him in mid 1999. Throughout the entire period during which Southeastern's clients have owned the Securities, Southeastern has followed closely the progress of Wisconsin Central's operations and earnings results. The Committee recently filed with the Securities and Exchange Commission a preliminary Proxy Statement which, among other actions, proposes to replace the existing Board of Directors of Wisconsin Central with a slate of Director nominees which includes Mr. Burkhardt, who would be re-elected as Chairman and CEO. The business plan of the replacement board, if elected, would be to undertake to restructure Wisconsin Central in a manner expected to improve earnings and ultimately to prepare it for acquisition by another rail carrier. After careful consideration of the plans of current management and those of the Committee, Southeastern believes that shareholder value is more likely to be enhanced by the actions proposed by the Committee. As a result, Southeastern intends to vote the Securities over which it has or shares discretionary voting authority in favor of the proposals of the Committee, as now stated in the preliminary Proxy Statement, and to encourage similar support by Southeastern's clients which have retained the right to vote with respect to the Securities disclosed in this Schedule 13D. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 7,088,500 shares of the common stock of the Issuer, constituting approximately 14.4% of the 49,153,957 shares outstanding. Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Voting Authority Sole: 451,500 0.9% Shared: 6,396,000* 13.0% None: 241,000 0.5% Total 7,088,500 14.4% *Consists of shares owned by Longleaf Partners Small-Cap Fund (5,550,800 shares) and Longleaf Partners International Fund (845,200 shares), each a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. Dispositive Authority Sole: 692,500 1.4% Shared: 6,396,000* 13.0% Total 7,088,500 14.4% *Consists of shares owned by Longleaf Partners Small-Cap Fund (5,550,800 shares) and Longleaf Partners International Fund (845,200 shares), each a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts, for which Southeastern generally makes recommendations with respect thereto. Shares held by any Series of Longleaf Partners Funds Trust are reported in the "shared" category. (c) All purchase and sale transactions in the Securities during the past sixty days are set forth on Schedule II. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Southeastern are established in written investment advisory agreements between clients and Southeastern, which are entered into in the normal and usual course of the business of Southeastern as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Southeastern may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts; such authority is generally retained by the clients for accounts classified as "non- discretionary". Item 7. Material to be Filed as an Exhibit Schedule I. Information with Respect to Directors and Officers of Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund, and Longleaf Partners International Fund. Schedule II. Purchase and Sale Transactions in the Last 60 Days. SIGNATURES 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. Dated: October 30, 2000 SOUTHEASTERN ASSET MANAGEMENT, INC. By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Vice President & General Counsel LONGLEAF PARTNERS SMALL-CAP FUND LONGLEAF PARTNERS INTERNATIONAL FUND By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Executive Vice President O. MASON HAWKINS (Individually) /s/ O. Mason Hawkins _______________________________ Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of the 30th day of October, 2000. Southeastern Asset Management, Inc. By /s/ Charles D. Reaves __________________________________ Charles D. Reaves Vice President and General Counsel Longleaf Partners Small-Cap Fund Longleaf Partners International Fund By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Executive Vice President O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________ SCHEDULE I Information with Respect to Executive Officers and Directors The following information is disclosed for each of the directors and executive officers of Southeastern: name; business address; and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Southeastern Asset Management, Inc., having its principal executive offices located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119. Each individual identified below is a citizen of the United States. To the knowledge of management of Southeastern, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. SOUTHEASTERN ASSET MANAGEMENT, INC. Directors O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive Officer, Co-Portfolio Manager of Longleaf Partners Funds. G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds. Frank N. Stanley, III: Director and Vice President of Southeastern Asset Management, Inc. Other Officers James H. Barton Vice President John B. Buford Vice President C. T. Fitzpatrick Vice President Lee B. Harper Vice President Randy D. Holt Vice President and Secretary Andrew R. McCarroll Vice President and Assistant General Counsel E. Andrew McDermott Vice President Joseph L. Ott Vice President and Treasurer Charles D. Reaves Vice President and General Counsel Deborah L. Sullivan Vice President-Trading James E. Thompson, Jr. Vice President LONGLEAF PARTNERS SMALL-CAP FUND LONGLEAF PARTNERS INTERNATIONAL FUND The following information is disclosed for each of the directors and executive officers of Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund: name; address; and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each individual identified below is a citizen of the United States. The address of each individual for purposes of correspondence is c/o Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. To the knowledge of management of Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. Trustees O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive Officer, Co-Portfolio Manager of Longleaf Partners Funds. G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds. Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private investor and consultant. Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior Vice President-Marketing, Jacksonville Jaguars, Ltd. Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and consultant. C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and Secretary, SSM Corporation. Other Officers Julie M. Douglas Executive Vice President - Operations, CFO C. T. Fitzpatrick Co-Portfolio Manager, Vice President - Investments Lee B. Harper Executive Vice President - Marketing Randy D. Holt Vice President and Secretary Andrew R. McCarroll Vice President and Assistant General Counsel Charles D. Reaves Executive Vice President; General Counsel Frank N. Stanley Vice President - Investments SCHEDULE II PURCHASE AND SALE TRANSACTIONS IN THE LAST 60 DAYS All transactions listed below were normal, open-market transactions effected for Southeastern's clients. Price per share excludes commissions. Transaction Type Date Quantity Price Per Share Sale 09-27-00 25,000 $10.00 Sale 09-28-00 29,800 $9.98 Sale 10-02-00 100,000 $10.25 Sale 10-19-00 150,000 $10.75 12 WCLX13D1.doc -----END PRIVACY-ENHANCED MESSAGE-----