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
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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)
May 11, 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).
SCHEDULE 13D/A
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EXPLANATORY NOTES: This Amendment No. 7 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, Amendment No. 4 thereto filed on March 28, 2007, Amendment No. 5 thereto
filed on April 5, 2007, and Amendment No. 6 thereto filed on April 25, 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 4. PURPOSE OF TRANSACTION.
The disclosure in Item 4 is hereby supplemented by adding the following
after the last paragraph thereof:
On May 11, 2007, Parent and Acquisition Corp. delivered a letter to the
Special Committee (the "Revised Offer Letter"), whereby Parent and Acquisition
Corp. proposed an increased price for the shares of EGL Common Stock of $45.00
per share (the "Revised Offer"). A copy of the Revised Offer Letter is attached
hereto as Exhibit 7.28. The Revised Offer Letter indicated that the Revised
Offer was based on a termination fee of $55 million (and a corresponding reverse
termination fee of $55 million), or approximately 3% of the equity value of the
Revised Offer. In connection with the Revised Offer Letter, Parent and
Acquisition Corp. delivered to the Special Committee a proposed copy of an
amendment to the Merger Agreement effecting the Revised Offer, and copies of
revised debt and equity financing commitments and limited guarantees to be
executed and delivered in connection therewith. The Revised Offer Letter
indicated that the Revised Offer would expire unless accepted by the Issuer at
6:00 pm, Houston time, on Sunday, May 13, 2007. On Sunday, May 13, 2007, the
Special Committee informed Parent that it had received a revision to the
proposal it had previously received from CEVA Group Plc, a portfolio company of
Apollo Management VI, L.P. (the "Revised CEVA Proposal"), which increased the
per share consideration of the CEVA proposal to $46.00 per share, and that it
had determined that the Revised CEVA Proposal was a Superior Proposal (as
defined in the Merger Agreement). The Special Committee also informed Parent
that, under the terms of the Merger Agreement, it would consider and negotiate
any revised proposal Parent wished to make until the close of business on
Wednesday, May 16, 2007, at which time it would consider again whether the
Revised CEVA Proposal remained a Superior Proposal; if the Revised CEVA Proposal
remained a Superior Proposal at such time, the Special Committee would consider
whether to take such actions as would be necessary to terminate the Merger
Agreement to accept the Revised CEVA Proposal.
In connection with the Revised Offer Letter, Centerbridge, Woodbridge and
Talon Management Holdings LLC, as assignee of Mr. Crane, entered into Amendment
No. 1 to Limited Liability Company Agreement of Parent (the "Interim LLC
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Agreement Amendment"). The Interim LLC Agreement Amendment revised the
allocation of any termination fee received by Parent in connection with a
termination of the Merger Agreement. The foregoing description of the Interim
LLC Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to the Interim LLC Agreement Amendment, which is attached
hereto as Exhibit 7.29 and incorporated by reference in its entirety into this
Item 4.
Also in connection with the Revised Offer Letter, Mr. Crane entered into a
letter agreement with Sterling (the "Sterling Consent Letter") whereby, in
connection with the agreement of Sterling to consent to the proposed amendment
to the Merger Agreement and the other transactions contemplated by the Revised
Offer Letter in connection with the Sterling Syndication Letter, Mr. Crane
agreed to pay to Sterling a sum of $1 million in the event of certain
circumstances related to the termination of the Merger Agreement in connection
with a Superior Proposal. The foregoing description of the Sterling Consent
Letter does not purport to be complete and is qualified in its entirety by
reference to the Sterling Consent Letter, which is attached hereto as Exhibit
7.30 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 Revised Offer Letter, dated as of May 11, 2007, delivered by Talon
7.28 Holdings LLC and Talon Acquisition Corp. to the Special Committee
of the Board of Directors of EGL, Inc.
Exhibit Amendment No. 1 to Limited Liability Company Agreement of Talon
7.29 Holdings LLC, dated as of May 11, 2007, by and among Centerbridge
Capital Partners, L.P., Centerbridge Partners Strategic, L.P.,
Centerbridge Capital Partners SBS, L.P., The Woodbridge Company
Limited, and Talon Management Holdings LLC.
Exhibit Letter Agreement, dated May 11, 2007, entered into by and among
7.30 Sterling Group Partners II, L.P., Sterling Group Partners II
(Parallel), L.P., and James R. Crane.
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Signatures
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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 14, 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
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* 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
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