-----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, T576LApNnk6vErJhXx7Hng7fxaRBIcL60VEgQaEzz+oqe6ZLPizUffLabF3U8CK0 BZEN919UpXVAd1tZat626Q== 0000909518-07-000252.txt : 20070322 0000909518-07-000252.hdr.sgml : 20070322 20070322164301 ACCESSION NUMBER: 0000909518-07-000252 CONFORMED SUBMISSION TYPE: DEFN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070321 FILED AS OF DATE: 20070322 DATE AS OF CHANGE: 20070322 EFFECTIVENESS DATE: 20070322 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: DEFN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27288 FILM NUMBER: 07712357 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: DEFN14A 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 DEFN14A 1 mm03-2207_sc14emp.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [_] Filed by a Party other than the Registrant |X| Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [X] Soliciting Material Pursuant to ss.240.14a-12 EGL, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) James R. Crane - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: To: EGL Employees From: Jim Crane Date: March 22, 2007 - -------------------------------------------------------------------------------- As you are aware, an investment group led by me has signed a definitive agreement to take EGL private at a price of $38 per share. While you may have heard reports of a possible bid by another party, at this point my group has the only signed contract for the acquisition of the company. A Special Committee of EGL's board of directors is in place to consider any other possible bids. I am firmly committed to working with the Special Committee and to ensuring a fair process. We originally made a proposal to the Board on January 2, 2007 to acquire all outstanding shares at a price of $36 per share. Our original equity sponsor decided to withdraw from the offer when we disclosed that performance for the last quarter of 2006 would not meet expectations. We sought replacement equity sponsors and worked hard with them to ensure that they were in a position to support our new offer by February 27, 2007, the date the Company announced the disappointing results for the fourth quarter of 2006. Although those results did not meet expectations, we maintained our bid at $36. As a result of extensive negotiations with the Special Committee and its advisors, we increased our offer to $38 per share, representing a premium of about 28% over the price at which the Company's stock traded on the last trading day prior to the initial offer. Throughout the course of our interaction with the Special Committee, I am convinced that I have respected their process and have recognized their need to run a full and fair process designed to maximize shareholder value. I want each of you to know that I remain committed to our company's employees. You are our greatest asset, and it is only through your continued efforts that we are able to provide the superior service that we give to our customers. I am counting on you to continue to deliver outstanding service to our customers as the Special Committee process plays out. I look forward to continuing to work with each one of you and very much appreciate your support. Additional Information About the Merger and Where to Find It In connection with the proposed merger, the company will file a proxy statement with the Securities and Exchange Commission (SEC). STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT FILED WITH THE SEC CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION 2 ABOUT THE MERGER. The definitive proxy statement will be mailed to the company's stockholders. In addition, stockholders will be able to obtain the proxy statement and all other relevant documents filed by the company with the SEC free of charge at the SEC's Web site www.sec.gov or from EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032. Participants in the Solicitation James R. Crane may be deemed to be a participant in the solicitation of proxies from the stockholders of the company in favor of the proposed merger. Information about James R. Crane is set forth in the proxy statement for the 2006 Annual Meeting of Stockholders of the company, which was filed with the SEC on April 14, 2006. Additional information regarding the interests of Mr. Crane may be obtained by reading the proxy statement related to the exchange transactions when it becomes available. 3 -----END PRIVACY-ENHANCED MESSAGE-----