UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGL, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.001 per share
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(TITLE OF CLASS OF SECURITIES)
268484 10 2
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(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
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
April 5, 2007
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(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).
Page 1 of 5 pages
SCHEDULE 13D/A
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EXPLANATORY NOTES: This Amendment No. 5 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, and Amendment No. 4 thereto filed on March 28, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure in Item 3 is hereby supplemented by adding the following
after the last paragraph thereof:
On April 5, 2007, Mr. Crane delivered letters to certain of the other
Reporting Persons and certain other members of management of the Issuer (the
"Management Termination Fee Letters") whereby, in exchange for the agreement of
such persons to invest 50% of their merger proceeds in Parent in connection with
the Transactions and their agreement to remain employed with the Issuer through
the date of payment of any termination fee as described below, Mr. Crane agrees
to form a partnership or limited liability company with such individuals
pursuant to which such individuals will be entitled to receive a portion of any
termination fee ultimately received by Mr. Crane or such partnership or limited
liability company as a result of the termination of the Merger Agreement under
circumstances in which such fee would be payable. The Management Termination Fee
Letters provide that the rights of such individuals to such payments apply
regardless of whether such individuals have the opportunity to (and regardless
of whether they elect to) continue employment with any successful bidder for the
Issuer. This description of the Management Termination Fee Letters does not
purport to be complete and is qualified in its entirety by reference to the
Management Termination Fee Letters, which are attached hereto as Exhibit 7.20
through Exhibit 7.26 and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits shall be attached in numerical order at the end of
Item 7:
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.20 by James R. Crane in favor of Joseph Bento
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.21 by James R. Crane in favor of Gregg Weigel
Page 2 of 5 pages
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.22 by James R. Crane in favor of Keith Winters
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.23 by James R. Crane in favor of Vittorio Favati
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.24 by James R. Crane in favor of Bruno Sidler
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.25 by James R. Crane in favor of Ronald Talley
Exhibit Management Termination Fee Letter, dated April 5, 2007, executed
7.26 by James R. Crane in favor of Sam Slater
Page 3 of 5 pages
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: April 5, 2007
*
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JAMES R. CRANE
*
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E. JOSEPH BENTO
*
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RONALD E. TALLEY
*
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GREGORY WEIGEL
*
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KEITH WINTERS
*
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VITTORIO FAVATI
*
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BRUNO SIDLER
Page 4 of 5 pages
* 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
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MARGARET BARRADAS
Page 5 of 5 pages