-----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, HMsLTM8tSWBoQdC1J3w9uVlu+uullANR+Uba2pkiEmETAnjsBLrH0yVKkgOi52+5 xNNshXnsRtHVtdVvg1xQ3A== 0000909518-07-000517.txt : 20070524 0000909518-07-000517.hdr.sgml : 20070524 20070524104412 ACCESSION NUMBER: 0000909518-07-000517 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 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: 07875595 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 mm05-2307_sc13da9.txt AMEND. NO. 9 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 22, 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. 8 to Schedule 13D (this "Amendment") is being filed by James R. Crane and the other reporting persons (collectively, the "Reporting Persons") signatory hereto as 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, Amendment No. 6 thereto filed on April 25, 2007, Amendment No. 7 thereto filed on May 14, 2007, and Amendment No. 8 thereto filed on May 18, 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. The Reporting Persons wish to make clear that Mr. E. Joseph Bento, who was one of the signatories to the Schedule 13D filed on January 22, 2007 and to Amendments No. 1 through 7 thereof as previously filed, was not a signatory to Amendment No. 8 to the Schedule 13D and is not a signatory to this Amendment. The Reporting Persons have excluded Mr. Bento as a signatory and as a member of the group because they believe, based on reliable information, that Mr. Bento, while purporting to cooperate with the Reporting Persons in their offer to acquire the Issuer, in fact has been secretly and improperly cooperating with Apollo Management VI, L.P. and its portfolio company, CEVA Group Plc (collectively, "Apollo/CEVA") in the competing offer by Apollo/CEVA to acquire the Issuer. The Reporting Persons further believe, based on reliable information that, while holding himself out to the Reporting Persons as a person cooperating with the Reporting Persons' bid for the Issuer, Mr. Bento in fact has, without the prior knowledge of or permission from the Reporting Persons, improperly shared confidential information relating to the Reporting Persons' bidding strategy and other confidential information regarding the Reporting Persons' offer to acquire the Issuer. The Reporting Persons cannot give any assurance that prior statements of Mr. Bento in the Schedule 13D as to his intentions were in fact truthful and accurate. The Reporting Persons intend to explore all appropriate remedies, including legal action for damages and other relief, that they may have against Mr. Bento. ITEM 4. PURPOSE OF TRANSACTION. The disclosure in Item 4 is hereby supplemented by adding the following after the last paragraph thereof: On May 22, 2007, Centerbridge, Woodbridge and Talon Management Holdings LLC entered into a letter agreement (the "LLC Agreement Letter") whereby such 2 persons acknowledged and agreed, in connection with the execution and delivery of the Interim LLC Agreement Amendment, that any amounts paid to Talon Management Holdings LLC under the Interim LLC Agreement, as amended by the Interim LLC Agreement Amendment are, to the extent Talon Management Holdings LLC or James R. Crane has incurred expenses in connection with the transactions contemplated by the Merger Agreement in excess of such amount, being paid to Talon Management Holdings LLC in reimbursement of such costs and expenses, as previously contemplated by the Interim LLC Agreement and Interim Investors Agreement. This description of the LLC Agreement Letter does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement letter, which is attached as Exhibit 7.34 hereto 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 Letter Agreement, dated as of May 22, 2007, among Centerbridge 7.34 Capital Partners, L.P., Centerbridge Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., The Woodbridge Company Limited, and Talon Management Holdings LLC. 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 23, 2007 * -------------------------------------- JAMES R. CRANE * -------------------------------------- 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 mm05-2307_sc13da9e734.txt EX.7.34 EXHIBIT 7.34 ------------ TALON MANAGEMENT HOLDINGS LLC c/o James R. Crane EGL, Inc. 15340 Vickery Drive Houston, Texas 77032 May 22, 2007 Centerbridge Capital Partners, L.P. Centerbridge Capital Partners Strategic, L.P. Centerbridge Capital Partners SBS, L.P. c/o Centerbridge Partners, L.P. 31 West 52nd Street, 16th Floor New York, New York 10019 The Woodbridge Company Limited 65 Queen Street West, Suite 2400 Toronto, Canada M5H 2M8 Gentlemen: Reference is hereby made to that cetain Limited Liability Company Agreement of Talon Holdings LLC ("Talon Holdings"), dated as of March 23, 2007 (the "Original LLC Agreement"), by and among Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., The Woodbridge Company Limited and Talon Management Holdings LLC ("Talon Management Holdings"), as amended by that that certain Amendment No. 1. to Limited Liabilty Company Agreement of Talon Holdings LLC, dated as of May 17, 2007 (the "LLC Agreement Amendment"; the Original LLC Agreement, as amended by the LLC Agreement Amendment, the "LLC Agreement"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the LLC Agreement. In connection with the LLC Agreement Amendment, the undersigned hereby acknowledge and agree that any amount to be distributed to Talon Management Holdings pursuant to Section 2.3(b) of the LLC Agreement is being paid to Talon Management Holdings, to the extent Talon Management Holdings or James R. Crane has incurred expenses in connection with the transactions contemplated by the Merger Agreement equal to or in excess of such amount, in reimbursement of such costs and expenses incurred by Talon Management Holdings or James R. Crane for the benefit of Talon Holdings as previously contemplated by Section 2.3 of the Origional LLC Agreement and that certain Interim Investors Agreement, dated as of March 18, 2007, by and among the undersigned. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] If you are in agreement with the foregoing, please execute and return the enclosed copy of this letter. Very truly yours, TALON MANAGEMENT HOLDINGS By: /s/ James R. Crane ------------------------------------ James R. Crane Managing Member 2 Accepted and Agreed to as of the date written above: THE WOODBRIDGE COMPANY LIMITED By: /s/ Sarah Lerchs -------------------------------------- Name: Sarah Lerchs Title: Senior Counsel 3 CENTERBRIDGE CAPITAL PARTNERS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Steven Price ---------------------------------- Name: Steven Price Title: Senior Managing Director CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Steven Price ---------------------------------- Name: Steven Price Title: Senior Managing Director CENTERBRIDGE CAPITAL PARTNERS SBS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Steven Price ---------------------------------- Name: Steven Price Title: Senior Managing Director 4 -----END PRIVACY-ENHANCED MESSAGE-----