-----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, RSbfyDOC3gHjAI8RBNfuPH6Mvsby2Sb0Or96WHSCF0Nnx6py7pBaRXaGQ1J+vx8i 73XVlf/uQnELDK0C0peyZw== 0000909518-07-000456.txt : 20070515 0000909518-07-000456.hdr.sgml : 20070515 20070515143756 ACCESSION NUMBER: 0000909518-07-000456 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 GROUP MEMBERS: BENTO, E. JOSEPH GROUP MEMBERS: BRUNO SIGLER GROUP MEMBERS: FAVATI, VITTORIO GROUP MEMBERS: JAMES R. CRANE GROUP MEMBERS: TALLEY, RONALD E. 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: 07851973 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 mm05-1407_13da7.txt AMEND. NO. 7 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) May 11, 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. 7 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, Amendment No. 2 thereto filed on March 1, 2007, Amendment No. 3 thereto filed on March 20, 2007, Amendment No. 4 thereto filed on March 28, 2007, Amendment No. 5 thereto filed on April 5, 2007, and Amendment No. 6 thereto filed on April 25, 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 4. PURPOSE OF TRANSACTION. The disclosure in Item 4 is hereby supplemented by adding the following after the last paragraph thereof: On May 11, 2007, Parent and Acquisition Corp. delivered a letter to the Special Committee (the "Revised Offer Letter"), whereby Parent and Acquisition Corp. proposed an increased price for the shares of EGL Common Stock of $45.00 per share (the "Revised Offer"). A copy of the Revised Offer Letter is attached hereto as Exhibit 7.28. The Revised Offer Letter indicated that the Revised Offer was based on a termination fee of $55 million (and a corresponding reverse termination fee of $55 million), or approximately 3% of the equity value of the Revised Offer. In connection with the Revised Offer Letter, Parent and Acquisition Corp. delivered to the Special Committee a proposed copy of an amendment to the Merger Agreement effecting the Revised Offer, and copies of revised debt and equity financing commitments and limited guarantees to be executed and delivered in connection therewith. The Revised Offer Letter indicated that the Revised Offer would expire unless accepted by the Issuer at 6:00 pm, Houston time, on Sunday, May 13, 2007. On Sunday, May 13, 2007, the Special Committee informed Parent that it had received a revision to the proposal it had previously received from CEVA Group Plc, a portfolio company of Apollo Management VI, L.P. (the "Revised CEVA Proposal"), which increased the per share consideration of the CEVA proposal to $46.00 per share, and that it had determined that the Revised CEVA Proposal was a Superior Proposal (as defined in the Merger Agreement). The Special Committee also informed Parent that, under the terms of the Merger Agreement, it would consider and negotiate any revised proposal Parent wished to make until the close of business on Wednesday, May 16, 2007, at which time it would consider again whether the Revised CEVA Proposal remained a Superior Proposal; if the Revised CEVA Proposal remained a Superior Proposal at such time, the Special Committee would consider whether to take such actions as would be necessary to terminate the Merger Agreement to accept the Revised CEVA Proposal. In connection with the Revised Offer Letter, Centerbridge, Woodbridge and Talon Management Holdings LLC, as assignee of Mr. Crane, entered into Amendment No. 1 to Limited Liability Company Agreement of Parent (the "Interim LLC 2 Agreement Amendment"). The Interim LLC Agreement Amendment revised the allocation of any termination fee received by Parent in connection with a termination of the Merger Agreement. The foregoing description of the Interim LLC Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Interim LLC Agreement Amendment, which is attached hereto as Exhibit 7.29 and incorporated by reference in its entirety into this Item 4. Also in connection with the Revised Offer Letter, Mr. Crane entered into a letter agreement with Sterling (the "Sterling Consent Letter") whereby, in connection with the agreement of Sterling to consent to the proposed amendment to the Merger Agreement and the other transactions contemplated by the Revised Offer Letter in connection with the Sterling Syndication Letter, Mr. Crane agreed to pay to Sterling a sum of $1 million in the event of certain circumstances related to the termination of the Merger Agreement in connection with a Superior Proposal. The foregoing description of the Sterling Consent Letter does not purport to be complete and is qualified in its entirety by reference to the Sterling Consent Letter, which is attached hereto as Exhibit 7.30 and incorporated by reference in its entirety into this Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits shall be attached in numerical order at the end of Item 7: Exhibit Revised Offer Letter, dated as of May 11, 2007, delivered by Talon 7.28 Holdings LLC and Talon Acquisition Corp. to the Special Committee of the Board of Directors of EGL, Inc. Exhibit Amendment No. 1 to Limited Liability Company Agreement of Talon 7.29 Holdings LLC, dated as of May 11, 2007, by and among Centerbridge Capital Partners, L.P., Centerbridge Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., The Woodbridge Company Limited, and Talon Management Holdings LLC. Exhibit Letter Agreement, dated May 11, 2007, entered into by and among 7.30 Sterling Group Partners II, L.P., Sterling Group Partners II (Parallel), L.P., and James R. Crane. 3 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: May 14, 2007 * -------------------------------------------- JAMES R. CRANE * -------------------------------------------- E. JOSEPH BENTO * -------------------------------------------- RONALD E. TALLEY * -------------------------------------------- GREGORY WEIGEL * -------------------------------------------- KEITH WINTERS * -------------------------------------------- VITTORIO FAVATI * -------------------------------------------- BRUNO SIDLER 4 * 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 5 EX-99 2 mm05-1407_13da7e728.txt EX.7.28 EXHIBIT 7.28 ------------ May 11, 2007 Special Committee of the Board of Directors EGL, Inc. 15350 Vickery Drive Houston, TX 77032 Ladies and Gentlemen: Talon Holdings LLC (formerly known as Talon Holdings Corp.) ("Parent"). and Talon Acquisition Co. are pleased to propose a substantially increased purchase price for the outstanding common stock of EGL, Inc. (the "Company"). Specifically, we are hereby making an offer of $45 per share. This offer is based on a termination fee of $55 million, which is approximately 3% of the equity value represented by our revised proposal. The reverse termination fee, which is payable in certain circumstances by Parent, also would be increased to $55 million. This letter constitutes a binding, irrevocable offer to enter into the attached First Amendment to Agreement and Plan of Merger, which has been signed by us, that would implement our increased proposal (the "Merger Agreement Amendment"). This offer will expire and be of no further force and effect at 6:00 pm, Houston time, on Sunday, May, 13, 2007, unless by such time the Company shall have executed and delivered to us its counterpart signature to the Merger Agreement Amendment. We also are attaching executed revised equity commitment letters and debt commitment letters, evidencing that our proposal is fully financed, as well as revised Limited Guarantees of the equity investors, for an aggregate amount equal to the $55 million total of the reverse termination fee. If the Special Committee of the Board of Directors of the Company determines to accept our offer, we expect the Company to also execute and deliver to us its counterpart signature to such Limited Guarantees together with its counterpart signature to the Merger Agreement Amendment. This letter shall be governed and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflict of laws. Should you have any questions, please contact us. Sincerely, TALON HOLDINGS LLC By: /s/ James R. Crane ------------------------------------ Name: James R. Crane Title: President TALON ACQUISITION CO. By: /s/ James R. Crane ------------------------------------ Name: James R. Crane Title: President EX-99 3 mm05-1407_13da7e729.txt EX.7.29 EXHIBIT 7.29 ------------ AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF TALON HOLDINGS LLC This Amendment No. 1 (this "Amendment") to Limited Liability Company Agreement of Talon Holdings LLC is made and entered into as of May 11, 2007, and to be effective only in accordance with Section 8 hereof, by and among Centerbridge Capital Partners, L.P., Centerbridge Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. (collectively, "Centerbridge"), The Woodbridge Company Limited ("Woodbridge") and Talon Management Holdings LLC ("Talon Management Holdings" and collectively with Centerbridge and Woodbridge, each a "Member" and collectively the "Members"). RECITALS WHEREAS, the Members are parties to that certain Limited Liability Company Agreement of Talon Holdings LLC, dated as of March 23, 2007 (the "Agreement"); WHEREAS, Section 4.8 of the Agreement provides that the Agreement may be amended pursuant to a written agreement executed by all of the parties thereto; WHEREAS, the Members, constituting all of the parties to the Agreement, desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Defined Terms. All capitalized terms used, but not defined, in this Amendment shall have the meanings given to such terms in the Agreement. 2. Amendment of Section 1.8. Section 1.8 of the Agreement is hereby deleted and replaced in its entirety as follows: "1.8 Members. The names and mailing addresses of the Members, and their respective capital contributions, are as follows: --------------------------------------------------------------------- Name Address Capital Contribution --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $286.40 Partners, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $10.10 Partners Strategic, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $6.30 Partners SBS, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- The Woodbridge Company 65 Queen Street West $127.6 Limited Suite 2400 Toronto, Canada M5H 2M8 --------------------------------------------------------------------- Talon Management Holdings c/o James R. Crane $351.00 LLC EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------------- 3. Amendment of Section 2.3. Section 2.3 of the Agreement is hereby deleted and replaced in its entirety as follows: "2.3 Distributions; Profits and Losses. (a) General. Except as set forth in Section 2.3(b), all distributions by the Company to the Members shall be shared by the Members pro-rata in proportion to their capital contributions as set forth above. (b) Distributions of Termination Fee or Reimbursement of Expenses. Notwithstanding Section 2.3(a) or anything in the Interim Investors Agreement to the contrary, in the event that the Company receives, pursuant to the Merger Agreement, any payment of the Termination Fee or any reimbursement of Expenses (as defined in the Merger Agreement), the Company shall distribute any such amount to the Members as follows: 2 First, (i) 5,000,000 to Management Holdings, (ii) 17,587,500 to Centerbridge and (iii) 7,412,500 to Woodbridge; Second, to the extent that Talon Management Holdings or James R. Crane makes a payment of $1,000,000 in the aggregate to Sterling Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. that is payable by Talon Management Holdings or James R. Crane upon receipt of the Termination Fee by the Company, to Talon Management Holdings up to $1,000,000; and Thereafter, 42.2% to Centerbridge, 17.8% to Woodbridge, and 40% to Talon Management Holdings. (c) Profits and Losses. Profits and losses of the Company shall be allocated for all purposes (including, without limitation, tax purposes (provided that for tax purposes, any such allocation shall comply with the requirements of Section 704(c) Internal Revenue Code of 1986, as amended)) among the Members as agreed in good faith by the Members in a manner consistent with the economic provisions of this Agreement." 4. Amendment of Section 2.5. The first sentence of Section 2.5 of the Agreement is hereby deleted and replaced in its entirety as follows: "All amounts contemplated by Section 2.3(b) that are received by the Company will be distributed to the Members promptly upon receipt thereof by the Company." 5. Amendment of Section 4.1. The first sentence of Section 4.1 of the Agreement is hereby deleted and replaced in its entirety as follows: "Subject to Section 2.3, it is the agreement and intent of the Members that the Interim Investors Agreement shall continue to be fully applicable to the Members, mutatis mutandis so as to reflect the nature of the Company as a limited liability company, and that each of the terms of the Interim Investors Agreement shall remain in full force and effect." 6. No Other Modification. Except as set forth in this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. 7. Governing Law. This Amendment shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 8. Effectiveness. This Amendment shall become effective only upon the first to occur of (i) the execution and delivery by the Company, Merger Sub and EGL of an amendment to the Merger Agreement providing for a Merger Consideration of at least $45.00 per share or (ii) the termination of the Merger Agreement by EGL pursuant to Section 7.1(c)(ii) thereof in order for the Company to enter into a transaction with another party that provides for a purchase price for shares of EGL greater than $45 per share. 9. Counterparts. This Amendment may be executed in multiple counterparts or originals, and by the different parties hereto in separate counterparts or multiple originals, each of which when executed shall be deemed to be an 3 original and all of which taken together shall constitute one and the same agreement. [The remainder of this page intentionally left blank] 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above. TALON MANAGEMENT HOLDINGS LLC By: /s/ James R. Crane -------------------------- James R. Crane Managing Member (Signature page continued on following page) 5 THE WOODBRIDGE COMPANY LIMITED By: /s/ Sarah Lerchs ------------------------------------ Name: Sarah Lerchs Title: Senior Counsel (Signature page continued on following page) 6 CENTERBRIDGE CAPITAL PARTNERS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Mark T. Gallogly ----------------------------------- Name: Mark T. Gallogly Title: Managing Principal CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Mark T. Gallogly ----------------------------------- Name: Mark T. Gallogly Title: Managing Principal CENTERBRIDGE CAPITAL PARTNERS SBS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Mark T. Gallogly ----------------------------------- Name: Mark T. Gallogly Title: Managing Principal 7 EX-99 4 mm05-1407_13da7e730.txt EX.7.30 EXHIBIT 7.30 ------------ James R. Crane c/o EGL, Inc. 15340 Vickery Drive Houston, Texas 77032 May 11, 2007 Sterling Group Partners II, L.P. Sterling Group Partners II (Parallel), L.P. 8 Greenway Plaza, Ste. 702 Houston, Texas 77046 Gentlemen: Reference is made to that certain letter agreement, dated as of March 27, 2007 (the "Sterling Commitment Letter"), executed by Sterling Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. (collectively, "Sterling"), James R. Crane, and the other parties thereto (the "Sterling Commitment Letter") and to that certain Agreement and Plan of Merger, dated as of March 18, 2007 (as it may be amended from time to time, the "Merger Agreement") among Talon Holdings LLC (f/k/a Talon Holdings Corp.), a Delaware limited liability company ("Parent"), Talon Acquisition Co., a Texas corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and EGL, Inc., a Texas corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings set forth in the Sterling Commitment Letter and the Merger Agreement, as applicable. Sterling hereby agrees that it will execute the consent with respect to the Sterling Commitment Letter attached hereto as Exhibit A (the "Consent Letter") in connection with the execution and delivery by Parent and Merger Sub of the First Amendment to Merger Agreement described therein. In consideration of Sterling's agreement to execute the Consent Letter and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and acknowledging that the execution and delivery of this letter agreement by the undersigned is a condition to the delivery of the Consent Letter by Sterling and that Sterling is relying on this letter agreement in executing and delivering the Consent Letter, the undersigned James R. Crane: (i) will cause to be paid to Sterling the sum of $1 million (the "Sterling Payment") in the event Parent receives the Termination Fee as a result of the termination of the Merger Agreement due to a Topping Proposal or in the event a transaction is consummated pursuant to a Topping Proposal in circumstances in which a Termination Fee is claimed by Parent pursuant to the Merger Agreement, but no Termination Fee has been paid to Parent. The term "Topping Proposal" shall mean a Superior Proposal as defined in the Merger Agreement or an Alternative Proposal (as defined in the Merger Agreement) that is determined to be more favorable from a financial point of view to the holders of Company Common Stock than the Merger; provided that for purposes of this definition of 1 "Topping Proposal", the references to "15%" in the definition of "Alternative Proposal" shall be deemed to be references to "80%" The Sterling Payment shall be made to Sterling concurrently with the payment of the Termination Fee to Parent or the consummation of such transaction, whichever first occurs; and (ii) will assure that Sterling will not be responsible to pay any damages, costs, fees or expenses incurred by any other party to the Merger Agreement or the Sterling Commitment Letter. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 2 If you are in agreement with the foregoing, please execute and return the enclosed copy of this letter. Very truly yours, /s/James R. Crane --------------------------- James R. Crane 3 Accepted and Agreed to as of the date written above STERLING GROUP PARTNERS II, L.P. By: Sterling Group Partners II GP,L.P., General Partner By: Sterling Group Investments, L.L.C., General Partner By: /s/ Hunter Nelson ----------------------- Name: Hunter Nelson ----------------------- Title: Manager ----------------------- STERLING GROUP PARTNERS II (PARALLEL), L.P. By: Sterling Group Partners II GP,L.P., General Partner By: Sterling Group Investments, L.L.C., General Partner By: /s/ Hunter Nelson ----------------------- Name: Hunter Nelson ----------------------- Title: Manager ----------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----