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Filed by: EGL, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Circle International Group, Inc.
Commission File No.: 000-08664
Subject Company: EGL, Inc.
Commission File No.: 000-27288
The following letter will be distributed to associates of EGL, Inc.
and Circle International Group, Inc. on or about July 3, 2000:
July 3, 2000
To All Eagle and Circle Associates:
"EAGLE AND CIRCLE TO MERGE"
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We are excited to share with you news of an important development that will
have a positive impact for our future success in the transportation industry.
Eagle Global Logistics has entered into an agreement to combine with Circle
International Group, Inc. By combining Eagle's strong U.S. position with
Circle's strong international presence, we become a worldwide leader in the
domestic and international transportation and logistics business.
Together, both companies will become the "one-stop global logistics solution"
for our customers. The most valuable asset in this business is our people and
their keen ability to provide a high level of service to our customers. The
combined organization will focus on retaining our base of highly skilled
professionals. We anticipate few changes in personnel and will work together
for a seamless transition as we move forward. Our companies will continue to
stress the importance of continuous employee development and this merger will
provide tremendous opportunities for employee advancement.
Technology development and infrastructure is a critical element of our
companies' success. We will leverage our technology systems to develop a
worldwide platform of logistics information to serve the needs of the most
demanding customers. These investments in technology will provide a strong base
for future growth in North America and our worldwide markets. Both Eagle and
Circle have a strong financial base with little debt and strong cash flow for
future expansion.
This new partnership goes to the heart of the strategic focus of both companies
- serving our customers on a global basis. Eagle and Circle are perfect
complements to one another. Circle's 100-year track record provides a
foundation as a leader in international air and ocean transportation and
customs brokerage, with over 3 million square feet of
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3PL materials management and distribution operations in 300 logistic centers in
more than 100 countries. Eagle's primary strength lies in the domestic arena,
operating 79 of its 92 terminals in North America. Eagle is the United States'
largest and fastest growing domestic heavy-weight airfreight forwarder. Eagle
contributes a strong and well-established sales culture, which complements and
supports Circle's focus on sales and growth of revenue. The combination of
these two companies broadens our geographic reach in both service and sales,
and immediately positions us as a leader in the transportation industry.
Details for integration will be worked out over the next few months by a team
comprised of individuals from both companies. Although questions undoubtedly
remain, please rest assured this team will be addressing integration topics and
concerns as we move forward, with the goal to provide more opportunities for
our employees, enhanced services for our customers and to make this new company
the undisputed leader in heavy-weight global transportation and logistics
services.
As the details of this transaction are worked out, we are committed to keeping
all employees informed and up-to-date. Information will be available on the
company's Intranet for Eagle employees and will be emailed to Circle employees.
In addition, we are setting up methods for employees to secure additional
information. Employee information sharing sessions will be held during the week
of July 3, 2000. Until then, Circle employees may contact
[email protected]. Eagle employees should contact
[email protected]. To find out more information about each company please
review our Web sites at: http://www.eagleusa.com and http://www.circleintl.com.
If you receive any calls from the media, please direct them to Michael
Slaughter (281-618-3428) at Eagle or Gary Frantz at (415-978-0650) at Circle.
Your dedication and hard work have driven the success of our companies and
enable us to leverage our combined resources. We look forward to ensuring
continued profitable growth for both organizations and creating opportunities
for each of you to expand and develop professionally.
Sincerely,
/s/ James Crane /s/ Peter Gibert
James Crane, Peter Gibert
Chairman and CEO, Eagle Chairman and CEO, Circle
INVESTOR NOTICE
EGL plans to file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4. In the connection with the merger, EGL and
Circle expect to mail a joint proxy statement/prospectus, which will be part of
the registration statement, to shareholders of EGL and Circle containing
information about the merger. Shareholders of EGL and Circle are urged to read
the joint proxy statement/prospectus included in the registration statement
when it is filed and any other relevant documents filed with the SEC. The joint
proxy statement/prospectus will contain important information about EGL,
Circle, the merger, the persons soliciting proxies related to the merger, and
related matters that should be considered by shareholders before making any
decision regarding the merger and related transactions. Once they are filed
with the SEC, the registration statement, joint proxy statement prospectus and
other documents will be available free of charge on the SEC's web site at
http://sec.gov and from the EGL and Circle contacts listed above. In addition
to the registration statement and the joint proxy statement/prospectus, EGL and
Circle file annual, quarterly and special reports, proxy statements and other
information with the SEC that are also available free of charge at the SEC's
web site and from EGL and Circle contacts listed above.
In addition, the identity of the people who, under SEC rules, may be considered
"participants in the solicitation" of EGL shareholders and Circle shareholders
in connection with the proposed merger, and any description of their interests,
is available in an SEC filing under Schedule 14A made by both EGL and Circle on
July 3, 2000.
