-----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, TfXqQYur0f+JRWTMkeqdUJttM95AtqaLuwCf5uRANm1SBdYzhrprSldi254jQwET Dw4illuZrDT9zkkTIWbDcQ== 0000909518-07-000171.txt : 20070301 0000909518-07-000171.hdr.sgml : 20070301 20070301100157 ACCESSION NUMBER: 0000909518-07-000171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 GROUP MEMBERS: BENTO, E. JOSEPH GROUP MEMBERS: FAVATI, VITTORIO GROUP MEMBERS: TALLEY, RONALD E. GROUP MEMBERS: WEIGEL, GREGORY GROUP MEMBERS: WINTERS, KEITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGL INC CENTRAL INDEX KEY: 0001001718 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 760094895 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49709 FILM NUMBER: 07660783 BUSINESS ADDRESS: STREET 1: 15340 VICKERY DR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816183100 MAIL ADDRESS: STREET 1: 15350 VICKERY DR STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE USA AIRFREIGHT INC DATE OF NAME CHANGE: 19951002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRANE JAMES R CENTRAL INDEX KEY: 0001007833 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 7138210300 MAIL ADDRESS: STREET 1: JAMES R CRANE STREET 2: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 SC 13D/A 1 mm02-2807_sc13da2.txt AMEND. NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 EGL, Inc. (NAME OF ISSUER) Common Stock, par value $0.001 per share ------------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 268484 10 2 ------------------------------------------------------------------------ (CUSIP NUMBER) James Westra, Esq. Weil, Gotshal & Manges LLP 100 Federal Street 34th Floor Boston, MA 02110 (617) 772-8300 R. Jay Tabor, Esq. Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, Texas 75201 (214) 746-7700 ------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) February 27, 2007 ------------------------------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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 other provisions of the Act (however, see the Notes). SCHEDULE 13D/A EXPLANATORY NOTES: This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed by James R. Crane and the other reporting persons (collectively, the "Reporting Persons") identified in the Schedule 13D filed on January 22, 2007, as amended by Amendment No. 1 thereto filed on February 8, 2007 (as amended, the "Schedule 13D") with the Securities and Exchange Commission (the "Commission") relating to the common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc. (the "Issuer"). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The disclosure in Item 3 is hereby amended and restated in its entirety as follows: The shares of EGL Common Stock that each of the Reporting Persons beneficially own were acquired through open market purchases using personal or other funds, through each of such person's service as an officer, director or member of management of the Issuer or through purchases in private transactions. With respect to the proposed transaction described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference), the Reporting Persons estimate that the amount of funds necessary to consummate the transaction would consist of the following: (i) up to approximately $1.175 billion of debt that would be incurred in connection with the transaction as further described in Item 4 and the Proposal Letter (as defined in Item 4) and (ii) equity financing to be provided by the Reporting Persons, investment funds affiliated with Centerbridge Partners, L.P. ("Centerbridge"), and affiliates of The Woodbridge Company Limited "Woodbridge"), in cash or through the rollover of EGL Common Stock. The information set forth in response to this Item 3 is qualified in its entirety by reference to the Proposal Letter, which is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. The disclosure in Item 4 is hereby amended and restated in its entirety as follows: As set forth in a letter dated February 27, 2007 (the "Proposal Letter"), Mr. Crane, Centerbridge and Woodbridge have submitted to the Special Committee (the "Special Committee") of the Issuer's Board of Directors (the "Board of Directors") a proposal to acquire all of the outstanding EGL Common Stock (the "Proposal"), except for certain shares of EGL Common Stock held by the Reporting Persons and expected to be rolled-over in the acquisition. Each of the Reporting Persons intend to participate in the Proposal. A copy of the Proposal Letter is being filed herewith as Exhibit 7.02. 2 The Proposal contemplates that the transaction would be effected through a merger of a new acquisition corporation to be formed by the Reporting Persons, Centerbridge and Woodbridge ("Acquisition Corp.") with and into the Issuer. Mr. Crane intends to roll-over all of his EGL Common Stock in the acquisition. The other Reporting Persons intend to roll-over all or a substantial portion of their EGL Common Stock in the acquisition. The EGL Common Stock of the Reporting Persons that would be rolled-over in the acquisition would be contributed to a parent entity of Acquisition Corp. ("Parent") immediately prior to the merger in exchange for equity interests in such parent entity. All of the other EGL Common Stock (including the shares of EGL Common Stock held by the Reporting Persons and not contributed to Parent as described above) would be converted into the right to receive a cash payment equal to $36.00 per share (the "Offer Price"). If such merger is consummated, the EGL Common Stock will no longer be traded on the NASDAQ Stock Market and the registration of the EGL Common Stock under Section 12 of the Exchange Act will be terminated. On February 28, 2007, a press release related to the Proposal was issued by Mr. Crane, Centerbridge and Woodbridge. A copy of the press release is being filed herewith as Exhibit 7.03. The debt financing for the transaction would be provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Woodbridge Company Limited. The equity financing for the transaction would be provided by the Reporting Persons, Centerbridge and Woodbridge through cash investment or the roll-over of EGL Common Stock. The Reporting Persons expect that executed debt and equity commitment letters will be delivered from their financing sources prior to the execution of definitive agreements related to the proposed merger. In connection with the Proposal, Mr. Crane, Centerbridge and Woodbridge entered into a letter agreement, dated as of February 27, 2007 (the "Bidding Side Letter"), which relates to (a) the capitalization and terms of the equity investment in Parent in the event a merger agreement with respect to the Proposal is consummated and (b) Mr. Crane's agreement, in his capacity as a shareholder of the Issuer and subject to certain exceptions, not to solicit alternative proposals to the Proposal with other equity sources, it being understood that nothing would prohibit Mr. Crane from participating as an officer, director, or equity participant in a proposal so long as he did not actively solicit such proposal. A copy of the Bidding Side Letter is being filed herewith as Exhibit 7.04. Except as otherwise provided herein, with respect to the Proposal or any matters related thereto, the Reporting Persons' intent is to be purchasers of shares of EGL Common Stock of the Issuer not already owned by them and not sellers of shares of EGL Common Stock owned by them. The foregoing is a summary of the Proposal and should not be construed as an offer to purchase shares of EGL Common Stock. A proxy statement will be distributed to shareholders of the Issuer if and when definitive documentation is entered into by the Issuer and all other appropriate parties. Shareholders should read the Issuer's proxy statement and other relevant documents regarding the Proposal filed with the SEC when they become available because they will contain important information relevant to the decision to approve the proposed merger. Shareholders will be able to receive these documents (when they become available), as well as other documents filed by the Reporting Persons or their 3 respective affiliates with respect to the Proposal and the proposed merger, free of charge at the SEC's web site, www.sec.gov. Other than as set forth herein or in the Proposal Letter or the Bidding Side Letter, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D. However, if the Proposal is not consummated for any reason, the Reporting Persons intend to review continuously the Issuer's business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Persons may, from time to time, determine to increase their respective ownership of EGL Common Stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D, but, except as otherwise provided herein, the Reporting Persons currently have no intention of selling any shares of EGL Common Stock. No guarantees can be given that the proposed merger will be consummated. No binding obligation on the part of the Issuer or any of the Reporting Persons, Centerbridge or Woodbridge shall arise with respect to the proposed merger unless and until mutually acceptable definitive documentation has been executed and delivered. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Proposal Letter and the Bidding Side Letter, each of which is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The disclosure in Item 6 is hereby amended and restated in its entirety as follows: Items 3 and 4 of this Schedule 13D are incorporated herein by reference. The information set forth in response to this Item 6 is qualified in its entirety by reference to the Proposal Letter and the Bidding Side Letter, each of which are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.02. Proposal Letter to the Special Committee of the Board of Directors of EGL, Inc., dated February 27, 2007. Exhibit 7.03. Press Release, dated February 28, 2007. Exhibit 7.04 Letter Agreement, dated February 27, 2007, among James R. Crane, Centerbridge Partners, L.P. and The Woodbridge Company Limited. 4 Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Schedule 13D/A with respect to such person is true, complete and correct. Dated: March 1, 2007 * -------------------------------- JAMES R. CRANE * -------------------------------- E. JOSEPH BENTO * -------------------------------- RONALD E. TALLEY * -------------------------------- GREGORY WEIGEL * -------------------------------- KEITH WINTERS * -------------------------------- VITTORIO FAVATI 5 * Margaret Barradas, by signing her name hereto, does sign this document on behalf of each of the persons indicated above for whom she is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission. /s/ MARGARET BARRADAS -------------------------------- MARGARET BARRADAS 6 EX-7 2 mm02-2807_sc13da2e702.txt EX. 7.02 Exhibit 7.02 ------------ February 27, 2007 Special Committee of the Board of Directors EGL, Inc. 15350 Vickery Drive Houston, TX 77032 Ladies and Gentlemen: I, together with affiliates of The Woodbridge Company Limited ("Woodbridge") and investment funds affiliated with Centerbridge Partners, L.P. ("Centerbridge" and collectively with Woodbridge, the "Sponsors"), am pleased to propose to acquire by merger for a purchase price of $36 in cash per share all of the outstanding common stock of EGL, Inc. (the "Company"). This proposal would provide shareholders the same consideration offered in the proposal to acquire the Company made on January 2, 2007, which constituted a 21% premium over the closing price of the Company's common stock on the last business day before such date. As before, I and members of the Company's senior management would participate in the proposed transaction by making a significant equity investment as well as continuing in our officer positions with the Company following the transaction. I would continue as Chairman and CEO following the transaction, and we also expect that the Company's key senior management team would remain in place. We clearly anticipate continuing to run the business in accordance with our current practice and maintaining the Company's valuable employee base, which we view as one of its most important assets. The transaction would be financed through a combination of equity from investment funds affiliated with the Sponsors and equity investments by myself and members of our senior management team and approximately $1.175 billion of debt financing to be arranged by Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Woodbridge Company Limited. A draft merger agreement has been previously provided to you. We are also providing to you concurrently herewith forms of debt and equity commitment letters for amounts necessary to effect the transaction. The financing expiry dates in all of the commitment letters will correspond to the drop dead dates in the merger agreement. We are prepared to move very quickly to finalize the definitive transaction and related documents. We believe that we offer a high degree of closing certainty and that we are well positioned to negotiate and complete the transaction in an expedited manner. We do not anticipate that any regulatory approvals will be impediments to closing. Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to the proposal or any transaction unless or until a definitive merger agreement is satisfactory to all parties and recommended by the Special Committee and approved by the Board of Directors and is executed and delivered. Our entire team looks forward to working with the Special Committee and its legal and financial advisors to complete a transaction that is attractive to the Company's public shareholders. Should you have any questions, please contact us. Sincerely, /s/James R. Crane -------------------------------- James R. Crane THE WOODBRIDGE COMPANY LIMITED By:/s/ Sarah K. Lerchs --------------------------------- Name: Sarah K. Lerchs ------------------------------ Title: Senior Counsel ----------------------------- CENTERBRIDGE PARTNERS, L.P. By: /s/Jason Mozingo --------------------------------- Name: Jason Mozingo ------------------------------ Title: Authorized Signatory ----------------------------- EX-7 3 mm02-2807_sc13da2e703.txt EX. 7.03 Exhibit 7.03 ------------ JIM CRANE, CENTERBRIDGE PARTNERS, L.P. AND THE WOODBRIDGE COMPANY LIMITED PROPOSE TO TAKE EGL, INC. PRIVATE AT $36 PER SHARE HOUSTON, February 28, 2007 - Jim Crane, the Chairman and CEO of EGL, Inc. ("NasdaqGS: EAGL"), today announced that he, together with investment firms Centerbridge Partners, L.P. and The Woodbridge Company Limited, as well as members of senior management, has submitted a proposal to acquire all of the outstanding common stock of EGL, Inc. at a price of $36 per share in cash. This proposal provides shareholders the same consideration offered in Crane's proposal to acquire the Company made on January 2, 2007, which constituted a 21% premium over the closing price of EGL stock on Friday, December 29, 2006, of $29.78. Crane, who would continue as Chairman and CEO following the transaction, together with other members of senior management, would participate in the proposed transaction by making a significant equity investment. Crane currently owns approximately 18% of the outstanding common stock of EGL. Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Woodbridge Company Limited intend to provide the $1.175 billion of debt financing necessary to complete the transaction. Merrill Lynch also is serving as financial advisor in connection with the offer. "I am pleased to have reached a deal with Centerbridge, Woodbridge and other members of senior management to renew my previous offer at the same price per share and to provide an opportunity for all of EGL's shareholders to realize a significant premium," Crane said. "Our proposal would keep our valued key senior management team and employee base intact and enable us to seamlessly continue to provide our customers with the high level of service they have come to expect from EGL." Founded in 1984, Houston-based EGL, Inc. operates under the name EGL Eagle Global Logistics. EGL is a leading global transportation, supply chain management and information services company, dedicated to providing superior flexibility and fewer shipping restrictions on a price competitive basis. With 2006 revenues of $3.2 billion, EGL's services include air and ocean freight forwarding, customs brokerage, local pickup and delivery service, materials management, warehousing, trade facilitation and procurement, and integrated logistics and supply chain management services. The company's shares are traded on the NASDAQ Global Select Market under the symbol "EAGL." Centerbridge is a $3.2 billion private investment firm focused on making private equity investments in companies with leading management teams and well positioned businesses. The limited partners of Centerbridge include a variety of institutional investors, including many of the world's most prominent university endowments, pension funds and charitable trusts. Centerbridge has a broad mandate to opportunistically invest in and foster the growth of companies in a variety of industries in which its investment professionals have extensive experience, including transportation and logistics. The Woodbridge Company Limited is the primary investment vehicle for the Thomson family. It has a controlling interest in The Thomson Corporation, a world leader in providing integrated information solutions. Based in Toronto, Canada, Woodbridge also has interests in information technology, media, real estate, publishing and a portfolio of private equity investments. This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although it is believed that the expectations are based on reasonable assumptions, there can be no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in EGL's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. 2 EX-7 4 mm02-2807_sc13da2e704.txt EX. 7.04 Exhibit 7.04 ------------ - ----------------------------------------- -------------------------------------- JAMES R. CRANE THE WOODBRIDGE COMPANY LIMITED 65 QUEEN STREET WEST SUITE 2400 TORONTO CANADA M5H 2M8 - ----------------------------------------- -------------------------------------- CENTERBRIDGE PARTNERS, L.P. 31 WEST 52ND STREET, 16TH FLOOR NEW YORK, NY 10019 - ----------------------------------------- -------------------------------------- February 27, 2007 Ladies and Gentlemen: Reference is made to the bid letter (the "Bid Letter") dated February 27, 2007 attached hereto as Annex A from Centerbridge Partners, L.P. (with its affiliated funds, "Centerbridge"), The Woodbridge Company Limited (with its affiliates, "Woodbridge" and together with Centerbridge, the "Sponsor Groups") and James R. Crane ("Crane" and together with the Sponsor Groups, the "Acquiring Group") offering to acquire, through a newly formed corporation to be formed by the Acquiring Group ("Parent"), all of the outstanding stock of EGL, Inc. (the "Company") pursuant to a merger (the "Merger"). The bid price ("Bid Price") shall be $36 per share. Each of the undersigned hereby agrees, that in the event that that the terms of the Bid Letter are accepted by the Special Committee of the Company and a definitive agreement, with the consent of the Acquiring Group, is entered into with respect to the Merger (the "Merger Agreement"), each of the undersigned will capitalize Parent and enter into a stockholders agreement with respect to the securities of Parent on the terms of the term sheet attached hereto as Annex B. From the date hereof until such date as the Merger Agreement is executed and delivered, Crane agrees that he will not actively solicit any other potential equity sources to enter into a transaction to acquire all or substantially all of the equity securities of the Company, other than through the proposal made in the Bid Letter by the Acquiring Group (an "Alternative Transaction"); provided, however, that this sentence shall not apply in event that (i) a definitive merger agreement with the Company has not been entered into as a result of the Sponsor Group being unwilling to enter into such agreement on terms required by the Company in a case where Crane is willing to enter into such an agreement on the terms proposed by the Company, or (ii) either Woodbridge or Centerbridge have otherwise elected not to actively pursue an acquisition of the Company at a price equal to or, if requested by the Company to induce it to agree to a transaction with Parent, greater than the Bid Price as part of the Acquiring Group (or have failed to promptly confirm that they continue to actively pursue an acquisition of the Company at a price equal to or, if requested by the Company to induce it to agree to a transaction with Parent, greater than the Bid Price as part of the Acquiring Group); provided, that in the event that either Woodbridge or Centerbridge has so elected or failed to promptly confirm, this clause (ii) will not be applicable if the other such party assumes the equity commitment of such party. Crane agrees to give the other members of the Acquiring Group notice of any solicitation made to Crane. Nothing shall prohibit Crane from participating as an officer, director or equity participant in an Alternative Transaction if Crane did not actively initiate or solicit such proposal. Notwithstanding anything that may be expressed or implied in this letter agreement, and notwithstanding the fact that members of the Sponsor Group may be partnerships or limited liability companies, each of the undersigned covenants, agrees and acknowledges that no recourse under this letter agreement or any documents or instruments delivered in connection with this letter agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of the Sponsor Group or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of the undersigned under this letter agreement or any documents or instruments delivered in connection with this letter agreement for any claim based on, in respect of or by reason of such obligations or their creation. Crane is entering into this letter agreement solely in his individual capacity, and nothing herein shall limit or affect any actions taken by him in his capacity as a director or officer of the Company. [Signature pages follow] 2 /s/James R. Crane ------------------------------- James R. Crane (Signature page continued on following page) 3 THE WOODBRIDGE COMPANY LIMITED By: /s/Sarah K. Lerchs ------------------------------- Name: Sarah K. Lerchs Title: Senior Counsel (Signature page continued on following page) 4 CENTERBRIDGE PARTNERS, L.P. By: /s/Jason Mozingo ------------------------------- Name: Jason Mozingo Title: Authorized Signatory (Signature page continued on following page) 5 -----END PRIVACY-ENHANCED MESSAGE-----