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:
Dear EGL, Inc. Investors, Employees and Customers:
I am writing this letter because I believe that I must set the record
straight regarding the process under which a Special Committee of EGL's board
has decided to enter into an agreement with an investment group led by me to
take EGL private at $38 per share. I am concerned about erroneous press reports
stating that Apollo Management, L.P. was prepared to sign an acquisition
agreement at a price higher than $38, and implying that the EGL's Special
Committee somehow has not run 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We originally made a proposal to the Board on January 2, 2007 to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.
Although I obviously do not participate in the Special Committee's
deliberations, it is my clear understanding that there were no other parties
prepared to sign an agreement at the time that the Special Committee elected to
accept my group's bid. Although Apollo has publicly indicated that it may be
willing to offer an amount in excess of $38 per share, my understanding is that,
as I write this letter today, Apollo is not prepared to sign a definitive
agreement with the company. The Special Committee has a process in place to
ensure that Apollo receives all information that is necessary for it to
determine whether it can make a definitive offer. I am firmly committed to
working constructively to help the Special Committee do its job. 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 look forward to the Special Committee's process coming to a quick
conclusion. The loyalty of our customers, and the tireless efforts of our
employees, have been the keys to EGL's success. I look forward to continuing to
work with each of you and very much appreciate your support.
Regards,
Jim Crane, CEO & Chairman
EGL Eagle Global Logistics
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
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.