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
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14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
EGL, Inc.
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(Name of Registrant as Specified In Its Charter)
James R. Crane
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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To: EGL Employees
From: Jim Crane
Date: March 22, 2007
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As you are aware, an investment group led by me has signed a definitive
agreement to take EGL private at a price of $38 per share. While you may have
heard reports of a possible bid by another party, at this point my group has the
only signed contract for the acquisition of the company. A Special Committee of
EGL's board of directors is in place to consider any other possible bids. I am
firmly committed to working with the Special Committee and to ensuring 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We originally made a proposal to the Board on January 2, 2007 to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. 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 want each of you to know that I remain committed to our company's
employees. You are our greatest asset, and it is only through your continued
efforts that we are able to provide the superior service that we give to our
customers. I am counting on you to continue to deliver outstanding service to
our customers as the Special Committee process plays out.
I look forward to continuing to work with each one of you and very much
appreciate your support.
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
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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.
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