-----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, Sw7SifyreozlSB+D+mHem//YV6W3xLXkf4/Zb0c9xvc5sOhaK9mICGpIgrtfeEbf aP5QYJGKl7vIt4pU10jQHQ== 0000909518-07-000357.txt : 20070425 0000909518-07-000357.hdr.sgml : 20070425 20070425161715 ACCESSION NUMBER: 0000909518-07-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 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: 07787880 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 mm04-2507_sc13da6.txt AMEND. NO.6 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 24, 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). SCHEDULE 13D/A EXPLANATORY NOTES: This Amendment No. 6 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, and Amendment No. 5 thereto filed on April 5, 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 24, 2007, Mr. Crane, together with the Reporting Persons and certain other members of management of the Issuer, entered into a limited liability company agreement (the "Talon Management Holdings LLC Agreement") of Talon Management Holdings LLC ("Talon Management Holdings"). Mr. Crane has assigned all of his interest in Parent to Talon Management Holdings. The Talon Management Holdings LLC Agreement contemplates that immediately prior to the closing of the transactions contemplated by the Merger Agreement, Mr. Crane will contribute to Talon Management Holdings all of the cash and Rollover Shares contemplated by his Rollover Commitment Letter to Talon Management Holdings, which will in turn contribute such cash and Rollover Shares to Parent. Each of the other persons party to the Talon Management Holdings LLC Agreement will contribute half of the proceeds received by such person in respect of their common stock, restricted stock or options of the Issuer in the merger to Talon Management Holdings, which will in turn contribute such amounts to Parent. In consideration of such contributions, each of Mr. Crane and the other members of Talon Management Holdings will receive equity interests in Talon Management Holdings that will entitle such persons to distributions from Talon Management Holdings as described in the Talon Management Holdings LLC Agreement and in a manner consistent with the Management Termination Fee Letters. Mr. Crane will be the managing member of Talon Management Holdings. This description of the Talon Management Holdings LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the Talon Management Holdings LLC Agreement, which is attached hereto as Exhibit 7.27 and incorporated herein by reference. 2 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit shall be attached in numerical order at the end of Item 7: Exhibit Limited Liability Company Agreement of Talon Management 7.27 Holdings LLC, dated as of April 24, 2007, by and among James R. Crane, E. Joseph Bento, Gregory Weigel, Keith Winters, Vittorio Favati, Bruno Sidler, Ronald Talley and Sam Slater. 3 21 Page 1 of 5 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 25, 2007 * -------------------------------- JAMES R. CRANE * -------------------------------- E. JOSEPH BENTO * -------------------------------- RONALD E. TALLEY * -------------------------------- GREGORY WEIGEL * -------------------------------- KEITH WINTERS * -------------------------------- VITTORIO FAVATI * -------------------------------- BRUNO SIDLER 4 * 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 5 EX-99 2 mm04-2507_sc13da6e727.txt EX.7.27 - LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT 7.27 ------------ LIMITED LIABILITY COMPANY AGREEMENT OF TALON MANAGEMENT HOLDINGS LLC This Limited Liability Company Agreement (this "Agreement") of Talon Management Holdings LLC (the "Company"), dated and effective as of April 24, 2007, is entered into by and among James R. Crane (the "Managing Member"), E. Joseph Bento, Gregory Weigel, Keith Winters, Vittorio Favati, Bruno Sidler, Ronald Talley and Sam Slater (collectively the "Non-Managing Members" and, collectively with the Managing Member, the "Members"). WHEREAS, the Company, pursuant to an assignment from the Managing Member of his interest therein, is a member of Talon Holdings LLC, a Delaware limited liability company ("Parent"), and a party to the Limited Liability Company Agreement of Parent, dated as of March 23, 2007, by and among the Company, Centerbridge Capital Partners, L.P., Cenberbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. and The Woodbridge Company Limited (the "Parent LLC Agreement"); and WHEREAS, Parent is a party to that certain Agreement and Plan of Merger, dated as of March 18, 2007 (the "Merger Agreement"), by and among Parent, Talon Acquisition Co., a Texas corporation and wholly-owned subsidiary of Parent ("Merger Sub") and EGL, Inc., a Texas corporation ("EGL"), providing for the merger of Merger Sub with and into EGL. NOW, THEREFORE, the Members, by execution of this Agreement, hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the "Act"), and hereby agree as follows: ARTICLE I ORGANIZATIONAL MATTERS; MANAGEMENT 1.1. Name. The name of the limited liability company formed hereby is Talon Management Holdings LLC. 1.2. Certificates. James R. Crane is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware and will execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware and any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business. 1.3. Purposes. The purpose and business of the Company is to engage in any and all lawful acts and activity for which limited liability companies may be organized under the Act. 1.4. Powers. Except as otherwise provided in this Agreement, the Act or any other applicable laws and regulations, the Company shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein. 1.5. Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Managing Member. 1.6. Registered Office. The address of the Company's registered office in Delaware is at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. 1.7. Registered Agent. The name and address of the registered agent in Delaware for service of process are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. 1.8. Members. The names and mailing addresses of the Members are as follows: --------------------------------------------------------------- Name Address --------------------------------------------------------------- James R. Crane c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- E. Joseph Bento c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- Gregory Weigel c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- Keith Winters c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 2 --------------------------------------------------------------- Vittorio Favati c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- Bruno Sidler c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- Ronald Talley c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- Sam Slater c/o EGL, Inc. 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------- 1.9. Management. James R. Crane is hereby designated the "Managing Member" of the Company. The Managing Member shall have the sole and exclusive control over the management, business and affairs of the Company, and shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement. 1.10. Admission as Members. The Members are deemed admitted as Members of the Company upon their execution and delivery of this Agreement ARTICLE II CAPITALIZATION; DISTRIBUTIONS; PROFITS AND LOSSES 2.1. Capital Contributions; Capital Commitments. (a) Managing Member Capital Contribution. The Managing Member hereby commits to contribute to the Company, immediately prior to the closing of the transactions contemplated by the Merger Agreement, all cash and common stock of EGL he would otherwise be required to contribute to Parent pursuant to the terms of his Equity Commitment Letter, dated as of March 18, 2007, as it may be amended from time to time, by and between the Managing Member and Parent (the "Crane Equity Commitment Letter"), which contribution will then be used by the Company to make a capital contribution to Parent in connection with the closing of the transactions contemplated by the Merger Agreement. All EGL common stock contributed by the Managing Member will be valued as set forth in the Crane Equity Commitment Letter. Notwithstanding the foregoing, in the event that the Managing Member transfers any cash and/or common stock of EGL directly to Parent for the benefit of the Company in connection with the closing of the transactions contemplated by the Merger Agreement, he will be deemed to have contributed such amounts to the Company which in turn will be deemed to have contributed them to Parent. 3 (b) Non-Managing Member Capital Contributions. Each of the Non-Managing Members hereby commits to contribute to the Company, promptly upon receipt thereof, one-half of the after-tax proceeds received by such Non-Managing Member in respect of his common stock, restricted stock or options of EGL in connection with the closing of the transactions contemplated by the Merger Agreement (as to each Non-Managing Member, the "Investment Amount"), which amounts will then be used by the Company to make a capital contribution to Parent. The Investment Amount for each Non-Managing Member will be determined by the Managing Member in good faith assuming the highest marginal tax rate applicable to such Non-Managing Member. Notwithstanding the foregoing, in the event that any Non-Managing Member transfers its Investment Amount directly to Parent for the benefit of the Company, he will be deemed to have contributed such amounts to the Company which in turn will be deemed to have contributed them to Parent. 2.2. Additional Contributions. Except as set forth in Section 2.1, a Member is not required to make any additional capital contribution to the Company, and without the consent of the Managing Member, shall not make any additional capital contributions. 2.3. Distributions. (a) General. Except as set forth in Section 2.3(b), all distributions by the Company to the Members shall be shared by the Members pro-rata in proportion to their capital contributions. (b) Distributions of Termination Fee. Notwithstanding Section 2.3(a), in the event that Parent receives, pursuant to the Merger Agreement, any payment of the Termination Fee (as defined in the Merger Agreement) and thereafter distributes to the Company, on account of its membership interest in Parent, its applicable percentage thereof, all distributions by the Company to the Members in respect of such amount shall be shared by the Members in the following proportions: 1% to the Managing Member; 18% to E. Joseph Bento; 12% to Gregory Weigel; 12% to Keith Winters; 18% to Vittorio Favati; 9% to Bruno Sidler; 18% to Ronald Talley; and 12% to Sam Slater (collectively, the "Section 2.3(b) Percentages"); provided, however, that notwithstanding anything to the contrary contained herein, in the event that, in connection with a receipt of the Termination Fee by Parent, the Company receives any distribution from Parent in respect of costs and expenses actually incurred by it or by the Managing Member for the benefit of Parent in accordance with Section 2.3 of the Parent LLC Agreement and that certain Interim Investors Agreement, dated as of March 18, 2007, by and among the Managing Member, affiliates of Centerbridge Partners, L.P. and The Woodbridge Company Limited, all distributions by the Company in respect of such amounts shall be made 100% to the Managing Member; provided, further, however, that in the event a Non-Managing Member terminates his employment with EGL prior to the payment of any Termination Fee to Parent, then such Non-Managing Member's Section 2.3(b) Percentage shall be deemed to be zero and the Section 2.3(b) Percentage previously allocated to such Non-Managing Member shall be reallocated among the other Non-Managing Members (whose employment was not so terminated) pro-rata in accordance with their Section 2.3(b) Percentages (determined immediately prior to such termination). 4 (c) Timing of Distributions. It is agreed that any amounts contemplated by Section 2.3(b) will be distributed to the Members promptly upon receipt thereof by the Company. All other distributions shall be made at the times and in the aggregate amounts determined by the Managing Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interests in the Company if such distribution would violate the Act or other applicable law. 2.4. Profits and Losses. Profits and losses of the Company shall be allocated for all purposes (including, without limitation, tax purposes) among the Members by the Managing Member in a manner consistent with the economic provisions of this Agreement. 2.5. Withholding. All distributions shall be made only after giving effect to any required withholding by the Company. 2.6. Section 83(b) Election. The Non-Managing Members hereby agree to timely file an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to their membership interests in the Company. The Managing Member hereby agrees to indemnify each Non-Managing Member for the excess, if any, of the net tax liability actually incurred by such Member with respect to his respective interest in the Company over the net tax liability that would have been incurred by such Member with respect to such interest had such election not been made. ARTICLE III GENERAL PROVISIONS 3.1. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 3.2. Assignments/Transfers. No Member may transfer or assign its rights hereunder without the consent of the Managing Member. 3.3. Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the written consent of the Managing Member or the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) The bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 5 (d) Upon the cancellation of the Certificate of Formation of the Company in accordance with the Act, the Company and this Agreement shall terminate. 3.4. Severability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 3.5. Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof. 3.6. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 3.7. Amendments. The Managing Member shall, in its sole discretion, have the authority to amend the provisions of this Agreement; provided, however, that any amendment to the provisions of Section 2.2, Section 2.3(b) or Section 3.1 that adversely effects any Member shall require the consent of the Member adversely effected. 3.8. Sole Benefit of the Members. Except as expressly provided in this Agreement, the provisions of this Agreement are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. 3.9. Legal Counsel Relationships. The Members acknowledge and agree that Weil, Gotshal & Manges LLP has represented the Company and the Managing Member in connection with this Agreement and other transactions related hereto (the "Transactions"). Except for Weil, Gotshal & Manges LLP's representation of the Company and the Managing Member with respect to the Transactions, in no event shall an attorney-client relationship exist between Weil, Gotshal & Manges LLP on the one hand and any other Member on the other hand. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 6 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above. /s/James R. Crane --------------------------------------- James R. Crane /s/ E. Joseph Bento --------------------------------------- E. Joseph Bento /s/ Gregory Weigel --------------------------------------- Gregory Weigel /s/ Keith Winters --------------------------------------- Keith Winters /s/ Vittorio Favati --------------------------------------- Vittorio Favati /s/ Bruno Sidler --------------------------------------- Bruno Sidler /s/ Ronald Talley --------------------------------------- Ronald Talley /s/ Sam Slater --------------------------------------- Sam Slater SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF TALON MANAGEMENT HOLDINGS LLC 7 -----END PRIVACY-ENHANCED MESSAGE-----