-----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, UfEsqOmXzTwFxxixnEGGy6oduSCXVOBDwuvUcw+VId20bl+Rg1zEW5YRLw/0l7Se HRm+t+x81EgLGA82cEVXEA== 0000950129-02-004172.txt : 20020814 0000950129-02-004172.hdr.sgml : 20020814 20020814135205 ACCESSION NUMBER: 0000950129-02-004172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27288 FILM NUMBER: 02734173 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 8-K 1 h99093e8vk.txt EGL, INC. - DATED AUGUST 14, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): AUGUST 14, 2002 EGL, INC. (Exact name of registrant as specified in its charter) TEXAS 000-27288 76-0094895 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 618-3100 1 ITEM 7. EXHIBITS (c ) Exhibits 99.1 Transmittal Letter 99.2 Certification of Chief Executive Officer 99.3 Certification of Chief Financial Officer 99.4 Oath of James R. Crane, Chief Executive Officer, pursuant to Securities and Exchange Commission Order No. 4-460 99.5 Oath of Elijio V. Serrano, Chief Financial Officer, pursuant to Securities and Exchange Commission Order No. 4-460 ITEM 9. REGULATION FD DISCLOSURE The information in Item 9 of this report is being furnished, not filed, pursuant to Regulation FD by EGL, Inc. (the "Company" or "EGL"). Accordingly, the information in Item 9 of this report will not be incorporated by reference into any registration statement filed by EGL under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by EGL, that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of EGL or any of its affiliates. On August 14, 2002, each of the Principal Executive Officer, James R. Crane, and Principal Financial Officer, Elijio V. Serrano, of EGL, Inc. submitted to the Securities and Exchange Commission, as correspondence attached to the Company's Quarterly Report on Form 10-Q, certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of the transmittal letter and each of these certifications is attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3. On August 14, 2002, each of the Principal Executive Officer, James R. Crane, and Principal Financial Officer, Elijio V. Serrano, of EGL, Inc. submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as Exhibit 99.4 and Exhibit 99.5. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 14, 2002 EGL, INC. By: /s/ ELIJIO V. SERRANO ----------------------- Elijio V. Serrano Chief Financial Officer 3 EXHIBIT INDEX 99.1 Transmittal Letter 99.2 Certification of Chief Executive Officer 99.3 Certification of Chief Financial Officer 99.4 Oath of James R. Crane, Chief Executive Officer, pursuant to Securities and Exchange Commission Order No. 4-460 99.5 Oath of Elijio V. Serrano, Chief Financial Officer, pursuant to Securities and Exchange Commission Order No. 4-460
EX-99.1 3 h99093exv99w1.txt TRANSMITTAL LETTER EXHIBIT 99.1 August 14, 2002 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. Re: EGL, Inc. For the Quarterly Period ending June 30, 2002 Ladies and Gentlemen: Transmitted herewith are written certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) to accompany the above-captioned periodic report. Very truly yours, /s/ ELIJIO V. SERRANO ----------------------------------------- Elijio V. Serrano Chief Financial Officer 4 EX-99.2 4 h99093exv99w2.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, James R. Crane, President, Chief Executive Officer and Chairman of the Board of EGL, Inc., a Texas corporation (the "Company"), hereby certify, to my knowledge, that: (1) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ JAMES R. CRANE -------------------------------------- James R. Crane President, Chief Executive Officer and Chairman of the Board The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document. 5 EX-99.3 5 h99093exv99w3.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Elijio V. Serrano, Chief Financial Officer of EGL, Inc., a Texas corporation (the "Company"), hereby certify, to my knowledge, that: (1) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ ELIJIO V. SERRANO ----------------------- Elijio V. Serrano Chief Financial Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document. 6 EX-99.4 6 h99093exv99w4.txt OATH OF JAMES R. CRANE, CHIEF EXECUTIVE OFFICER EXHIBIT 99.4 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James R. Crane, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of EGL, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the year ended December 31, 2001 of EGL, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of EGL, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ James R. Crane - --------------------------- Subscribed and sworn to James R. Crane before me this 13th day of August 13, 2002 August, 2002 /s/ Debbie A. Allred ------------------------------------- Notary Public My Commission Expires: August 7, 2004 EX-99.5 7 h99093exv99w5.txt OATH OF ELIJIO V. SERRANO, CHIEF FINANCIAL OFFICER EXHIBIT 99.5 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Elijio V. Serrano, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of EGL, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the year ended December 31, 2001 of EGL, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of EGL, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Elijio V. Serrano - ---------------------------- Subscribed and sworn to Elijio V. Serrano before me this 13th day of August 13, 2002 August, 2002 /s/ Debbie A. Allred ---------------------------- Notary Public My Commission Expires: August 7, 2004 -----END PRIVACY-ENHANCED MESSAGE-----