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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JULY 2, 2000
EGL, INC.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
TEXAS 000-27288 76-0094895
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (281) 618-3100
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ITEM 5. OTHER EVENTS.
MERGER AGREEMENT
On July 2, 2000, EGL, Inc., a Texas corporation ("EGL"), EGL Delaware
I, Inc., a Delaware corporation and direct wholly owned subsidiary of EGL
("Merger Sub"), and Circle International Group, Inc., a Delaware corporation
("Circle"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), whereby, subject to the conditions stated therein, Merger Sub would
merge with and into Circle (the "Merger"), and Circle, as the surviving
corporation, would become a wholly owned subsidiary of EGL. In the Merger, each
share of the common stock, par value $1.00 per share (the "Circle Common
Stock"), of Circle issued and outstanding immediately prior to the effective
time of the Merger will be converted into the right to receive one validly
issued, fully paid and non-assessable share of the common stock, par value $.001
per share (the "EGL Common Stock"), of EGL.
The closing of the Merger will occur on the first business day
immediately following the day on which all of the conditions to the Merger
contained in the Merger Agreement have been fulfilled or waived or on such other
date as EGL and Circle may agree. The closing of the Merger is conditioned upon
approval of the stockholders of both EGL and Circle as well as the receipt of
all applicable regulatory approvals, including the expiration or termination of
the waiting period prescribed by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary conditions, all as further
described in the Merger Agreement. A copy of the Merger Agreement is included
herein as Exhibit 2.1 and a copy of the joint press release of EGL and Circle
with respect to the Merger is included herein as Exhibit 99.1.
STOCK OPTION AGREEMENTS
In connection with the execution and delivery of the Merger Agreement,
EGL and Circle entered into reciprocal stock option agreements, each dated as of
July 2, 2000 (the "Stock Option Agreements"). One of the Stock Option Agreements
(the "EGL Stock Option Agreement") grants EGL an irrevocable option exercisable
upon the occurrence of specified events to purchase up to a number of shares of
Circle Common Stock equal to 10.1% of the sum of (i) the number of shares of
Circle Common Stock issued and outstanding on the option closing date and (ii)
the number of shares of Circle Common Stock issuable as of the option closing
date pursuant to any options, warrants, calls, subscriptions, convertible
securities or other rights, agreements or commitments which obligate Circle to
issue such shares. The exercise price per share for the Option is the average of
the closing prices of EGL Common Stock on the Nasdaq National Market during the
20 consecutive trading days ending on the fifth trading day prior to the date on
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which EGL sends a written to notice to Circle stating that EGL intends to
exercise certain of its stock options. The EGL Stock Option Agreement is
included herein as Exhibit 10.1.
The other Stock Option Agreement (the "Circle Stock Option Agreement")
grants Circle an irrevocable option exercisable upon the occurrence of specified
events to purchase up to a number of shares of EGL Common Stock equal to 10.1%
of the sum of (i) the number of shares of EGL Common Stock issued and
outstanding on the option closing date and (ii) the number of shares of EGL
Common Stock issuable as of the option closing date pursuant to any options,
warrants, calls, subscriptions, convertible securities or other rights,
agreements or commitments which obligate EGL to issue such shares. The exercise
price per share for the Option is the average of the closing prices of Circle
Common Stock as reported on the Nasdaq National Market during the 20 consecutive
trading days ending on the fifth trading day prior to the date on which Circle
sends a written to notice to EGL stating that Circle intends to exercise certain
of its stock options. The Circle Stock Option Agreement is included herein as
Exhibit 10.2.
The Stock Option Agreements limit the amount of profit that the grantee
may be deemed to have received with respect to the option (which includes the
amount of any termination fee paid or payable to the grantee) to $16 million.
STOCKHOLDER AGREEMENTS
Concurrently with the execution and delivery of the Merger Agreement,
EGL and certain stockholders of Circle, who collectively own approximately 16.1%
of the outstanding Circle Common Stock, entered into a Stockholder Agreement
(the "Circle Stockholder Agreement") pursuant to which such stockholders agreed,
among other things, to vote their shares of Circle Common Stock in favor of
approval of the Merger and each of the other transactions contemplated by the
Merger Agreement and in favor of the approval and adoption of the Merger
Agreement. A copy of the Circle Stockholder Agreement is included herein as
Exhibit 10.3.
Concurrently with the execution and delivery of the Merger Agreement,
Circle and James R. Crane, who owns approximately 39% of the outstanding EGL
Common Stock, entered into a Stockholder Agreement (the "EGL Stockholder
Agreement" and, together with the Circle Stockholder Agreement, the "Stockholder
Agreements") pursuant to which Mr. Crane agreed, among other things, to vote his
shares of EGL Common Stock in favor of approval of the Merger and each of the
other transactions contemplated by the Merger Agreement and in favor of the
approval and adoption of the Merger Agreement. A copy of the EGL Stockholder
Agreement is included herein as Exhibit 10.4.
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The Merger Agreement, Stock Option Agreements, Stockholder Agreements
and the joint press release are incorporated in this Item 5 by reference. The
foregoing
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description of such documents and the transactions contemplated therein are
qualified in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 2, 2000,
among EGL, Inc., EGL Delaware I, Inc. and Circle
International Group, Inc.
10.1 Stock Option Agreement, dated as of July 2, 2000, between
Circle International Group, Inc., as issuer, and EGL, Inc.,
as grantee
10.2 Stock Option Agreement, dated as of July 2, 2000, between
EGL, Inc., as issuer, and Circle International Group, Inc.,
as grantee
10.3 Stockholder Agreement, dated as of July 2, 2000, among EGL,
Inc. and the stockholders of Circle International Group,
Inc. named therein
10.4 Stockholder Agreement, dated as of July 2, 2000, between
Circle International Group, Inc. and James R. Crane
99.1 Joint Press Release, dated July 3, 2000, announcing the
execution of the Agreement and Plan of Merger among EGL,
Inc., EGL Delaware I, Inc. and Circle International Group,
Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 5, 2000 EGL, INC.
By: /s/ Elijio V. Serrano
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Elijio V. Serrano
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of July 2,
2000, among EGL, Inc., EGL Delaware I, Inc. and
Circle International Group, Inc.
10.1 Stock Option Agreement, dated as of July 2, 2000,
between Circle International Group, Inc., as issuer,
and EGL, Inc., as grantee
10.2 Stock Option Agreement, dated as of July 2, 2000,
between EGL, Inc., as issuer, and Circle
International Group, Inc., as grantee
10.3 Stockholder Agreement, dated as of July 2, 2000,
among EGL, Inc. and the stockholders of Circle
International Group, Inc. named therein
10.4 Stockholder Agreement, dated as of July 2, 2000,
between Circle International Group, Inc. and James R.
Crane
99.1 Joint Press Release, dated July 3, 2000, announcing
the execution of the Agreement and Plan of Merger
among EGL, Inc., EGL Delaware I, Inc. and Circle
International Group, Inc.
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