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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. __)*
EGL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
270018104
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(CUSIP Number)
ROBERT H. KENNIS, ESQ.
GENERAL COUNSEL AND SECRETARY
CIRCLE INTERNATIONAL GROUP, INC.
260 TOWNSEND STREET
SAN FRANCISCO, CALIFORNIA 94107
(415) 978-0600
COPY TO:
JOHN F. SEEGAL, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 773-5797
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 2, 2000
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
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SCHEDULE 13D
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CUSIP NO. 270018104
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<TABLE>
=====================================================================================================================
<S> <C>
1 NAME OF REPORTING PERSON
CIRCLE INTERNATIONAL GROUP, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 94-1740320
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
3,731,318(1)
NUMBER OF ------ --------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 11,663,638(2)
OWNED BY
EACH ------ --------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,731,318(1)
WITH
------ --------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,394,956(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------- -----------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%(3)
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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(1) The shares of common stock, par value $0.001 per share ("EGL Common
Stock"), of EGL, Inc. ("EGL") covered by this item are purchasable by
Circle International Group, Inc. ("Circle") upon exercise of an option
granted by EGL to Circle on July 2, 2000 and described in Item 4 of
this Statement. The number of shares subject to the option is equal to
10.1% of the sum of (i) the number of shares of EGL Common Stock issued
and outstanding as of the closing date for the exercise of the option,
and (ii) the number of shares of EGL Common Stock issuable as of the
closing date for the exercise of the option pursuant to any options,
warrants, calls, subscriptions, convertible securities or other rights,
agreements or commitments which obligate EGL Common Stock to issue such
shares. Based on representations of EGL in an Agreement and Plan of
Merger dated as of July 2, 2000 (the "Merger Agreement") among Circle,
EGL, and EGL Delaware I, Inc., a Delaware corporation and wholly owned
subsidiary of EGL, Circle believes that upon exercise, if applicable,
it would be entitled to purchase 3,731,318 shares of EGL Common Stock
pursuant to the option.
Prior to the exercise of the option, Circle is not entitled to any
rights as a stockholder of EGL as to the shares of EGL Common Stock
covered by the option. The option may be exercised only upon the
occurrence of certain events referred to in Item 4, none of which has
occurred as of the date hereof. Circle expressly disclaims any
beneficial ownership of the shares of EGL Common Stock purchasable by
Circle upon exercise of the option, because the option is exercisable
only in the circumstances referred to in Item 4, none of which has
occurred as of the date hereof, and Circle has no present investment or
dispositive power with respect to such shares. If the option were
exercised, Circle would have the sole right to vote or to dispose of
the shares of EGL Common Stock issued as a result of such exercise.
Pursuant to the terms of the Merger Agreement, Circle expects that it
will, prior to the effective time of the merger, enter into a written
agreement with affiliates of EGL providing that (a) such affiliate will
not sell, pledge, transfer or otherwise dispose of any shares of common
stock, par value $1.00 per share ("Circle Common Stock"), of Circle
issued to such affiliate pursuant to the merger, except pursuant to an
effective registration statement or in compliance with Rule 145 under
the Securities Act of 1933, as amended (the "Securities Act"), or an
exemption from the registration requirements of the Securities Act, and
(b) that such affiliate will not sell or in any other way reduce such
affiliate's risk relative to any shares of Circle Common Stock or EGL
Common Stock (within the meaning of Section 201.01 of Financial
Reporting Release No. 1 of the Securities and Exchange Commission (the
"SEC")), until such time as financial results (including combined sales
and net income) covering at least 30 days of post-merger operations
have been published, except as permitted by Staff Accounting Bulletin
No. 76 (or any successor thereto) issued by the SEC.
(2) Circle and James R. Crane (the President, Chief Executive Officer and
Chairman of the Board of EGL) entered into a Stockholder Agreement on
July 2, 2000 (the "EGL Stockholder Agreement") covering a total of
11,663,638 shares of EGL Common Stock owned by James. R. Crane.
Pursuant to the EGL Stockholder Agreement, James R. Crane agreed to
vote such shares (and any additional shares obtained by James. R.
Crane, whether obtained by virtue of being a record holder of EGL
Common Stock, as a result of a stock split or similar transaction or by
exercising an option, warrant or other right) in the manner set forth
in the EGL Stockholder Agreement (as more fully described in Item 4).
Circle expressly disclaims beneficial ownership of any of the shares of
EGL Common Stock covered by the EGL Stockholder Agreement, because
James R. Crane will vote his shares only in the circumstances referred
to in Item 4, none of which has occurred as of the date hereof, and
Circle has no present investment or dispositive
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power with respect to such shares. EGL and certain stockholders of
Circle entered into a similar Stockholder Agreement on July 2, 2000
(the "Circle Stockholder Agreement").
(3) Beneficial ownership percentages set forth herein assume that, at July
2, 2000, there were 28,573,881 shares of EGL Common Stock outstanding
and 3,731,318 shares of EGL Common Stock issuable upon exercise of the
option granted to Circle as described in Footnote 1 above. Pursuant to
Rule 13d-3 under the Act, shares deemed to be beneficially owned by the
reporting person as a result of the option are also deemed to be
outstanding for purposes of computing these percentages.
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SCHEDULE 13D
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CUSIP NO. 270018104
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ITEM 1 - SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc., a
Texas corporation ("EGL"). The address of EGL's principal executive offices is
15350 Vickery Drive, Houston, Texas 77032.
ITEM 2 - IDENTITY AND BACKGROUND
The reporting person, Circle International Group, Inc. ("Circle") is a
leading provider of transportation and integrated logistics services for the
international movement of goods and the furnishing of value-added information,
distribution, and inventory management services to customers worldwide. Circle
is principally engaged in international air and ocean freight forwarding,
customs brokerage and logistics. It is incorporated under the laws of the State
of Delaware. The address of Circle's principal business and principal office is
260 Townsend Street, San Francisco, California 94107.
(a) - (c);(f) Annex A attached hereto (which is incorporated herein by
reference) contains a list of the directors and executive officers of Circle and
includes the following information with respect to each director and executive
officer of Circle:
(1) name;
(2) business address;
(3) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(4) citizenship.
(d) - (e) During the last five years, neither Circle, nor, to the
knowledge of Circle, any of the persons listed on Annex A hereto, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 hereof, Circle has entered into a
Stock Option Agreement dated as of July 2, 2000 with EGL (the "Circle Stock
Option Agreement") pursuant to which EGL, among other things, granted Circle the
Circle Option (as defined below in Item 4) to acquire shares of EGL Common Stock
as described below. Circle did not pay any cash consideration in respect to the
Circle Option and has not purchased any shares of EGL Common Stock thereunder.
Circle has executed a reciprocal Stock Option Agreement dated as of July 2,
2000, in favor of EGL (the "EGL Stock Option Agreement").
The exercise of the Circle Option for the full number of shares of EGL
Common Stock currently covered thereby (which is estimated to be 3,731,318
shares) would require (based on a hypothetical exercise price of $25.125 (the
closing sales price of the common stock, par value $1.00 per share, of Circle,
on June 30, 2000, the last trading day immediately preceding the announcement of
the merger) the payment of a maximum aggregate exercise price of approximately
$93,749,364.75.
If the conditions precedent were satisfied to permit Circle to exercise
its option to purchase shares of EGL Common Stock pursuant to the Circle Stock
Option Agreement and Circle so exercised that option, Circle expects that it
would fund its purchase through the use of one or more of the following sources:
working capital of Circle, bank borrowings and other borrowing.
ITEM 4 - PURPOSE OF TRANSACTION
(a) Not applicable.
(b) As follows:
THE MERGER AGREEMENT
TERMS OF THE MERGER AGREEMENT
On July 2, 2000, EGL, EGL Delaware I, Inc., a Delaware corporation and
wholly owned subsidiary of EGL ("Merger Sub"), and Circle entered into an
Agreement and Plan of Merger (the "Merger Agreement"), whereby, subject to the
conditions stated therein, Merger Sub will merge (the "Merger") with and into
Circle, and Circle, as the surviving corporation, would become a wholly owned
subsidiary of EGL. In the Merger, each share of Circle Common Stock 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 EGL Common Stock. The Merger is expected to be accounted
for as a pooling of interests and is expected to be tax-free to EGL's and
Circle's shareholders.
The closing of the Merger will occur on the first business day
immediately following the day on which the last to be fulfilled of the
conditions to the Merger contained in the Merger
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Agreement have been fulfilled or, to the extent permitted by applicable law,
waived, or at 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.
The Merger Agreement provides for limitations on the solicitation by
EGL and Circle and their respective directors, officers, employees, agents,
affiliates or other representatives of any proposal or offer (other than by the
other party) with respect to certain types of business combinations and
transactions. The Merger Agreement also provides for a termination fee payable
to EGL or Circle by the other if the Merger Agreement is terminated for certain
reasons.
Pursuant to the terms of the Merger Agreement, Circle expects that it
will, prior to the effective time of the merger, enter into a written agreement
with affiliates of EGL providing that (a) such affiliate will not sell, pledge,
transfer or otherwise dispose of any Circle Common Stock issued to such
affiliate pursuant to the merger, except pursuant to an effective registration
statement or in compliance with Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"), or an exemption from the registration
requirements of the Securities Act, and (b) that such affiliate will not sell or
in any other way reduce such affiliate's risk relative to any shares of Circle
Common Stock or EGL Common Stock (within the meaning of Section 201.01 of
Financial Reporting Release No. 1 of the Securities Exchange Commission (the
"SEC")), until such time as financial results (including combined sales and net
income) covering at least 30 days of post-merger operations have been published,
except as permitted by Staff Accounting Bulletin No. 76 (or any successor
thereto) issued by the SEC.
EXHIBITS AND INCORPORATION BY REFERENCE
The Merger Agreement is filed herewith as Exhibit 7.1 and incorporated
into this Schedule 13D by this reference. Any summary of the agreements and
transactions described in this Schedule 13D is qualified in its entirety by the
specific language of the Merger Agreement.
STOCK OPTION AGREEMENTS
As a condition and inducement to each party's willingness to enter into
the Merger Agreement, each party requested, and the other party agreed, to grant
the requesting party an irrevocable option to purchase a certain number of
shares of the granting party's common stock.
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THE CIRCLE STOCK OPTION AGREEMENT
Number of Shares and Exercise Price. Pursuant to the Circle Stock
Option Agreement, EGL granted Circle an irrevocable option (the "Circle Option")
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 as of
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, at a price per share (the
"Exercise Price") equal to the average of the closing prices of Circle Common
Stock on the Nasdaq National Market during the 20 consecutive trading days
ending on the fifth trading day immediately prior to the date on which Circle
sends a written notice to EGL stating that Circle intends to exercise the Circle
Option.
Adjustments. The Exercise Price and the type and number of shares or
securities subject to the Circle Option will be adjusted appropriately for any
stock dividend, combination, recapitalization, exchange of shares or similar
transactions in respect of the EGL Common Stock.
Exercisability. The Circle Option is exercisable, in whole or in part,
at any time and from time to time following the occurrence of an Exercise Event
(defined below in this Item 4) and shall remain in full force and effect until
the earliest to occur of:
(1) the effective time of the Merger,
(2) April 15, 2001, and
(3) termination of the Merger Agreement in accordance with its
terms unless EGL is obligated to pay the $16 million fee under
Section 9.5 of the Merger Agreement in connection with such
termination.
An "Exercise Event" is any of the events giving rise to the obligation
of EGL to pay Circle the $16 million fee under Section 9.5 of the Merger
Agreement. These events include the termination of the Merger Agreement:
(1) by Circle or EGL if the approval of EGL's stockholders shall
not have been obtained after the public announcement of a
third party's proposal to acquire or combine with EGL (whether
or not such proposal is still pending or has been
consummated); and
(2) by Circle if, after the public announcement or receipt by
EGL's Board of Directors of a third party's proposal to
acquire or combine with EGL (whether or not such proposal is
still pending or has been consummated), EGL's board of
directors withdraws or materially modifies, in a manner
adverse to Circle, its approval or recommendation of the
issuance of shares of EGL Common Stock pursuant to the Merger
or recommends a competing proposal.
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Put Right. Pursuant to the terms of the Circle Stock Option Agreement,
Circle may require EGL to purchase from Circle (i) that portion of the Circle
Option relating to all or any part of the unexercised option shares (or as to
which portion the option has been exercised but the option closing has not yet
occurred) and (ii) all or any portion of the shares of EGL Common Stock
purchased by Circle pursuant to the Circle Option and with respect to which
Circle then has ownership. The put right may be exercised by Circle at any time
and from time to time after the occurrence of an Exercise Event and before 120
days after the expiration of the Circle Option.
If Circle exercises this put right, the repurchase shall be at an
aggregate price equal to the sum of:
(1) the aggregate Exercise Price paid by Circle for any option
shares which Circle owns and as to which Circle exercises the
put right; plus
(2) (a) the excess, if any, of (i) the Applicable Price (as
defined below in this Item 4) over (ii) the Exercise Price
paid by Circle for each option share as to which Circle
exercises the put right multiplied by (b) the number of such
shares; plus
(3) (a) the excess, if any, of (i) the Applicable Price over (ii)
the Exercise Price multiplied by (b) the number of unexercised
option shares to which Circle exercises the put right.
"Applicable Price" means the highest of the following:
(1) the highest purchase price per share paid pursuant to a third
party's tender or exchange offer made for shares of EGL Common
Stock after July 2, 2000 and on or prior to the date on which
Circle exercises its put right;
(2) the price per share to be paid by any third party for shares
of EGL Common Stock pursuant to an agreement for a Business
Combination Transaction (as defined in the Circle Stock Option
Agreement) entered into on or prior to the date on which
Circle exercises its put right; and
(3) the Current Market Price (as defined in the Circle Stock
Option Agreement) of shares of the EGL Common Stock.
Right of First Refusal. Subject to Circle's put right, as described
above in this Item 4, after the first occurrence of an Exercise Event and prior
to the second anniversary of the first purchase of shares of EGL Common Stock by
Circle pursuant to the Circle Option, if Circle desires to sell, assign,
transfer or otherwise dispose of all or any of the shares of EGL Common Stock
that Circle acquired pursuant to the Circle Option, Circle must first give EGL
the right to repurchase those shares of EGL Common Stock on the same terms and
conditions and at the same price at which Circle is proposing to transfer such
shares. This right of first refusal will not apply to the following:
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(1) any disposition as a result of which the transferee would own
beneficially not more than 4.9% of the outstanding voting
power of EGL;
(2) any disposition of EGL Common Stock or other securities by a
person to whom Circle has assigned its rights under the Circle
Option with the consent of EGL;
(3) any sale by means of a public offering registered under the
Securities Act; or
(4) any transfer to a wholly owned subsidiary of Circle which
agrees in writing to be bound by the terms of the Circle Stock
Option Agreement.
In addition, Circle is permitted to sell any shares if the sale is made
pursuant to a tender or exchange offer that has been approved or recommended by
a majority of the members of EGL's Board of Directors.
Registration Rights. Circle will have certain rights to require the
registration under the securities laws of any shares purchased pursuant to the
Circle Option if necessary for Circle to be able to sell such shares.
Profit Limitation. The Circle Option Agreement limits the total profit
that Circle may receive to $16 million. Circle's total profit is equal to:
(a) the aggregate amount of:
(1) all amounts received by Circle pursuant to EGL's
repurchase obligation, less amounts paid by Circle
for shares being repurchased pursuant to such
repurchase obligation;
(2) the amounts received by or being paid to Circle
pursuant to the arm's length sale of all or part of
the option shares, less Circle's purchase price for
such option shares; and
(3) all amounts received by or being paid to Circle
pursuant to Section 9.5 of the Merger Agreement;
minus
(b) the amount of any cash theretofore paid to EGL pursuant to
Section 7 of the Circle Stock Option Agreement plus the value
of any option shares theretofore delivered to EGL for
cancellation pursuant to Section 7 of the Circle Stock Option
Agreement.
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THE EGL STOCK OPTION AGREEMENT
Pursuant to the EGL Stock Option Agreement, Circle granted to EGL an
option 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 as of 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, at a
price per share equal to 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 immediately prior to the date on which EGL sends a written
to notice to Circle stating that EGL intends to exercise the option.
The EGL Stock Option Agreement is substantially similar to the Circle
Stock Option Agreement; except that (i) the shares of Circle Common Stock issued
upon exercise of the EGL Option must include rights with terms substantially the
same as and at least as favorable to EGL as those share purchase rights or
similar securities that have been issued to other holders of Circle Common Stock
(whereas no such purchase rights need to be included for the EGL Common Stock to
be issued upon the exercise of the Circle Option), and (ii) the Exercise Event
under the Circle Stock Option Agreement relates to the failure of EGL
shareholders to approve, or the Board of Directors of EGL withdrawing or
materially modifying its recommendation with respect to, the Merger rather than
the issuance of EGL shares in connection with the Merger.
EXHIBITS AND INCORPORATION BY REFERENCE
The Circle Stock Option Agreement is filed herewith as Exhibit 7.2 and
is incorporated into this Schedule 13D by this reference. The EGL Stock Option
Agreement is filed herewith as Exhibit 7.3 and is incorporated into this
Schedule 13D by this reference. Any summary of the agreements and transactions
described in this Schedule 13D is qualified in its entirety by the specific
language of the Circle Stock Option Agreement and the EGL Stock Option
Agreement.
THE STOCKHOLDER AGREEMENTS
GENERAL
As a condition and inducement to each party's willingness to enter into
the Merger Agreement, certain shareholders of each party entered into
stockholder agreements obligating them, among other things, to vote their shares
in the manner described in the respective stockholder agreement.
EGL STOCKHOLDER AGREEMENT
James R. Crane (the President, Chief Executive Officer and Chair of the
Board of EGL) entered into a Stockholder Agreement dated July 2, 2000 (the "EGL
Stockholder Agreement") with Circle. Pursuant to the EGL Stockholder Agreement,
James R. Crane agreed that at any
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meeting of the stockholders of EGL held at the earlier of the effective time of
the Merger, or 45 days after the termination of the Merger Agreement, unless
extended (but in no event beyond May 15, 2001), he will vote in favor of the
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 and any actions required in furtherance thereof.
Circle does not have any right to dispose (or direct the disposition
of) any shares of EGL Common Stock pursuant to the EGL Stockholder Agreement.
Accordingly, Circle expressly disclaims beneficial ownership of all such shares.
In addition, as a result of the EGL Stockholder Agreement, Circle may be deemed,
for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), to have formed a "group" with James R. Crane. Circle
disclaims membership in any group with respect to the EGL Common Stock, by
virtue of the EGL Stockholder Agreement or otherwise.
CIRCLE STOCKHOLDER AGREEMENT
Peter Gibert and the Ray and Jo Robinson Trust (collectively, the
"Circle Stockholders") entered into a Stockholder Agreement dated July 2, 2000
(the "Circle Stockholder Agreement") with EGL. Pursuant to the Circle
Stockholder Agreement, the Circle Stockholders agreed that at any meeting of the
stockholders of Circle held at the earlier of the effective time of the Merger,
or 45 days after the termination of the Merger Agreement, unless extended (but
in no event beyond May 15, 2001), they will vote in favor of the 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 and any
actions required in furtherance thereof.
EXHIBITS AND INCORPORATION BY REFERENCE
The EGL Stockholder Agreement is filed herewith as Exhibit 7.4 and is
incorporated into this Schedule 13D by this reference. The Circle Stockholder
Agreement is filed herewith as Exhibit 7.5 and is incorporated into this
Schedule 13D by this reference. Any summary of the agreements and transactions
described in this Schedule 13D is qualified in its entirety by the specific
language of the EGL Stockholder Agreement and the Circle Stockholder Agreement.
(c) Not applicable.
(d) The Merger Agreement provides that the directors and officers
of Merger Sub immediately prior to the effective time of the Merger will be the
directors and officers of the surviving corporation until their successors are
appointed or their earlier death, resignation or removal in accordance with the
certificate of incorporation and bylaws of the surviving corporation. The Merger
Agreement also provides that EGL shall cause the election or appointment of
Peter Gibert, Chairman and Chief Executive Officer of Circle, as a director of
EGL as of the effective time of the Merger.
(e) Other than as a result of the Merger described above in this
Item 4, not applicable.
(f) Not applicable.
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(g) The Merger Agreement provides that, subject to the approval by
the holders of outstanding shares of EGL and to the extent required by the Texas
Business Corporation Act and EGL's Articles of Incorporation and Bylaws, as of
the effective time of the Merger, the authorized shares of EGL Common Stock
shall be increased to 200,000,000 shares. The certificate of incorporation of
Circle in effect immediately prior to the Merger shall be the certificate of
incorporation of the surviving corporation, until duly amended in accordance
with applicable law. The bylaws of Merger Sub in effect immediately prior to the
Merger shall be the bylaws of the surviving corporation, until duly amended in
accordance with applicable law.
(h) - (i) EGL Common Stock will continue to be listed on the Nasdaq
National Market. If the Merger is consummated as planned, the Circle Common
Stock will be deregistered under the Act and delisted from the Nasdaq National
Market.
(j) See above.
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ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
The information set forth or incorporated by reference in Items 2, 3
and 4 is hereby incorporated herein by reference.
(a)-(b) Neither Circle nor any of the persons listed on Annex A hereto
beneficially owns any shares of EGL Common Stock other than as
set forth herein.
Pursuant to the Circle Option and as described above, Circle
has an option to purchase up to 3,731,318 shares of EGL Common
Stock at the Exercise Price (based on the assumption set forth
in footnote 1 above). The Circle Option becomes exercisable
under certain conditions described in this Schedule 13D. Based
upon representations of EGL to Circle contained in the Merger
Agreement, by virtue of the Circle Option, Circle may be
deemed to beneficially own 3,731,318 shares of Circle Common
Stock representing 11.6% of the aggregate of shares of EGL
Common Stock and shares issuable upon the exercise of the
Circle Option (or 10.1% of the aggregate of shares of EGL
Common Stock outstanding, shares issuable upon the exercise of
the Circle Option and shares issuable upon the exercise of
other outstanding options and warrants of EGL Common Stock).
Prior to the Circle Option becoming exercisable and being
exercised, Circle expressly disclaims beneficial ownership of
the shares of EGL Common Stock which may be purchasable by
Circle pursuant to the Circle Option. Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that Circle is the beneficial owner of
the shares of EGL Common Stock subject to the Circle Option
for purposes of Section 13(d) or 16 of the Act or for any
other purpose and such beneficial ownership is expressly
disclaimed.
The number of shares of EGL Common Stock covered by the EGL
Stockholder Agreement is 11,663,638, representing
approximately 36.1% of the voting power of the aggregate of
shares of EGL Common Stock outstanding and shares issuable
upon the exercise of the Circle Option (or 31.2% of the voting
power of the aggregate of shares of EGL Common Stock
outstanding, shares issuable upon the exercise of the Circle
Option and shares issuable upon the exercise of other
outstanding options and warrants of EGL Common Stock).
By virtue of the Stockholder Agreement, Circle may be deemed
to share with James R. Crane the power to vote shares of EGL
Common Stock subject to the EGL Stockholder Agreement.
However, Circle is not entitled to any rights as a stockholder
of EGL as to the shares of EGL Common Stock covered by the EGL
Stockholder Agreement and expressly disclaims any beneficial
ownership of the shares of EGL Common Stock subject to the EGL
Stockholder Agreement. Neither the filing of this Schedule 13D
nor any of its contents shall be deemed to constitute an
admission that Circle is the beneficial owner of the shares of
EGL Common Stock subject to the EGL Stockholder Agreement for
purposes of Section 13(d) or 16 of the Act or for any other
purpose and such beneficial ownership is expressly disclaimed.
In addition, as a result of the EGL Stockholder Agreement,
Circle may be deemed, for the purposes of Section 13(d) of the
Act, to have formed a "group" with the EGL Stockholders.
Circle
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disclaims membership in any group with respect to the EGL
Common Stock, by virtue of the EGL Stockholder Agreement or
otherwise.
(c) Except as described in Item 4 hereof, no transactions in the
EGL Common Stock were effected by Circle, or, to the best
knowledge of Circle, any of the persons listed on Annex A
hereto, during the 60-day period preceding July 2, 2000.
(d) Until the Circle Option is exercised (if at all), Circle has
no right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the option
shares. If the Circle Option is exercised by Circle, Circle or
its designee, if any, would have the right to receive, and the
power to direct the receipt of, dividends on the shares of EGL
Common Stock acquired pursuant thereto.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth in this Schedule 13D, to the best knowledge of
Circle, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or listed
on Annex A hereto, and between such persons and any person, with respect to any
securities of EGL, including, but not limited to, transfer or voting of any of
the securities of EGL, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies.
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ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
7.1 Agreement and Plan of Merger dated as of July 2, 2000, among
EGL, Merger Sub and Circle (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K of Circle filed
with the SEC on July 6, 2000).
7.2 Stock Option Agreement, dated as of July 2, 2000, between
Circle, as issuer, and EGL, as grantee (incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K of
Circle filed with the SEC on July 6, 2000).
7.3 Stock Option Agreement, dated as of July 2, 2000, between EGL,
as issuer, and Circle, as grantee (incorporated by reference
to Exhibit 10.2 of the Current Report on Form 8-K of Circle
filed with the SEC on July 6, 2000).
7.4 Stockholder Agreement, dated as of July 2, 2000, between
Circle and James R. Crane.
7.5 Stockholder Agreement, dated as of July 2, 2000, among EGL,
Peter Gibert and the Ray and Jo Robinson Trust.
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SCHEDULE 13D
===================
CUSIP NO. 270018104
===================
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CIRCLE INTERNATIONAL GROUP, INC.
Date: July 12, 2000 /s/ Janice Kerti
-------------------------
Janice Kerti
Senior Vice President and
Chief Financial Officer
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ANNEX A
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS OF
CIRCLE GROUP INTERNATIONAL, INC.
1. DIRECTORS AND EXECUTIVE OFFICERS OF CIRCLE.
The following table sets forth the name, business address and current
principal occupation or employment of each director and executive officer of
Circle. All of the persons listed below are citizens of the United States.
Unless otherwise indicated, the current business address of each person is 260
Townsend Street, San Francisco, California 94107.
<TABLE>
<CAPTION>
CURRENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS
NAME AND HELD DURING THE PAST FIVE YEARS
CURRENT BUSINESS ADDRESS AND BUSINESS ADDRESSES THEREOF
CITIZENSHIP
------------------------ --------------------------------------------------
<S> <C>
Peter Gibert Chairman of the Board of Directors, President and
Interim Chief Executive Officer of Circle.
Consultant to the Company since January 1999, and
since April 1999 Managing Director and Part-Owner
of two 51%-owned subsidiaries of the Company
located in Spain and Portugal, respectively. Mr.
Gibert is also a citizen of Spain and his address
there is: C/Atlantic, 111-2 Planta (Z.A.L.),
Puerto de Barcelona, E-08040 Barcelona, Spain.
Wesley J. Fastiff Director. President of Littler Mendelson, a law
firm. His business address is: 650 California
Street, 27th Floor, San Francisco, California,
94108.
Edwin J. Holman Director. President and Chief Operating Officer of
Bloomingdale's. His business address is: 1000
Third Avenue, 7th Floor, New York, New York,
10022.
John M. Kaiser Director. Private Businessman. His business
address is: Elliott Bay Marina, 2601 West Marina
Place, Seattle, Washington, 98199.
Ray C. Robinson, Jr. Director. Private Businessman. His business
address is: 3520 Eagle Point Road, Lafayette,
California, 94549.
Janice Kerti Senior Vice President, Chief Financial Officer and
Treasurer.
Cynthia A. Stoddard Senior Vice President and Chief Information
Officer.
Robert H. Kennis Senior Vice President, Secretary and General
Counsel.
Rae Fawcett Senior Vice President, Human Resources and
Quality.
</TABLE>
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