-----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, TWqTUg5hRb9iWAYJYhRGyDifxmTQ1C45GlvWNCSJmwr2ere9D0vskpJtDEdWexKi maeFJiajer9u8och8hKOiQ== 0000909518-07-000308.txt : 20070405 0000909518-07-000308.hdr.sgml : 20070405 20070405170818 ACCESSION NUMBER: 0000909518-07-000308 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070405 GROUP MEMBERS: BENTO, E. JOSEPH GROUP MEMBERS: BRUNO SIGLER GROUP MEMBERS: FAVATI, VITTORIO GROUP MEMBERS: JAMES R. CRANE GROUP MEMBERS: TALLEY, RONALD E. GROUP MEMBERS: WINTERS, KEITH 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49709 FILM NUMBER: 07752609 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: SC 13D/A 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 SC 13D/A 1 mm04-0307_sc13da5.txt AMEND. NO. 5 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 ------------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 268484 10 2 ------------------------------------------------------------------------ (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 ------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) April 5, 2007 ------------------------------------------------------------------------ (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 -------------- 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 * ------------------------------------ JAMES R. CRANE * ------------------------------------ E. JOSEPH BENTO * ------------------------------------ RONALD E. TALLEY * ------------------------------------ GREGORY WEIGEL * ------------------------------------ KEITH WINTERS * ------------------------------------ VITTORIO FAVATI * ------------------------------------ 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 ------------------------------------ MARGARET BARRADAS Page 5 of 5 pages EX-99 2 mm04-0307_sc13da5e720.txt EX.7.20 EXHIBIT 7.20 ------------ JAMES R. CRANE April 5, 2007 Joseph Bento 15350 Vickery Drive Houston, Texas 77032 Dear Joseph: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 18% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 3 mm04-0307_sc13da5e721.txt EX.7.21 EXHIBIT 7.21 ------------ JAMES R. CRANE April 5, 2007 Gregg Weigel 15350 Vickery Drive Houston, Texas 77032 Dear Gregg: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 12% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 4 mm04-0307_sc13da5e722.txt EX.7.22 EXHIBIT 7.22 ------------ JAMES R. CRANE April 5, 2007 Keith Winters 15350 Vickery Drive Houston, Texas 77032 Dear Keith: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 12% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 5 mm04-0307_sc13da5e723.txt EX.7.23 EXHIBIT 7.23 ------------ JAMES R. CRANE April 5, 2007 Vittorio Favati 15350 Vickery Drive Houston, Texas 77032 Dear Vittorio: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 18% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 6 mm04-0307_sc13da5e724.txt EX.7.24 EXHIBIT 7.24 ------------ JAMES R. CRANE April 5, 2007 Bruno Sidler 15350 Vickery Drive Houston, Texas 77032 Dear Bruno: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 9% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 7 mm04-0307_sc13da5e725.txt EX.7.25 EXHIBIT 7.25 ------------ JAMES R. CRANE April 5, 2007 Ronald Talley 15350 Vickery Drive Houston, Texas 77032 Dear Ronald: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 18% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane EX-99 8 mm04-0307_sc13da5e726.txt EX.7.26 EXHIBIT 7.26 ------------ JAMES R. CRANE April 5, 2007 Sam Slater 15350 Vickery Drive Houston, Texas 77032 Dear Sam: As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in the Merger Agreement, the Termination Fee (as defined in the Merger Agreement) may be paid to Parent. This letter is to document my agreement to form a partnership or limited liability company with you as a member pursuant to which you will be entitled to receive 12% of the amount of the Remaining Termination Fee Amount (as defined below) if the Termination Fee is received by Parent. The "Remaining Termination Fee Amount" means the portion of the Termination Fee that is actually distributed to me or to this partnership or limited liability company that will be formed, after deduction of any amount thereof that is used for reimbursement or payment of expenses or costs of Parent or any of its owners or affiliates. This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL. Yours truly, /s/ James R. Crane James R. Crane -----END PRIVACY-ENHANCED MESSAGE-----