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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement | | Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
CIRCLE INTERNATIONAL GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Circle International Group, Inc. ("Circle") and certain other
persons named below may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger (the "Merger") of EGL Delaware I,
Inc., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of EGL,
Inc. ("EGL"), with and into Circle, and the issuance of shares of common stock,
par value $.001 per share, of EGL, in connection therewith, pursuant to the
Agreement and Plan of Merger, dated as of July 2, 2000, by and among EGL,
Merger Sub and Circle. The participants in this solicitation may include the
directors of Circle: Peter Gibert (Interim Chairman and Chief Executive
Officer); Wesley J. Fastiff; Edwin J. Holman; John M. Kaiser; and Ray C.
Robinson, and the following officers and employees of Circle: Janice Kerti
(Senior Vice President, Chief Financial Officer and Treasurer), Robert H.
Kennis (Senior Vice President, Secretary and General Counsel), Rae Fawcett
(Senior Vice President, Human Resources), Gary N. Frantz (Director, Public
Relations) and John Kopshever (Director, Corporate Marketing and Business
Development). With the exception of Mr. Gibert, who beneficially owns
approximately 6.4% of Circle's common stock, and Mr. Robinson, who beneficially
owns approximately 9.7% of Circle's common stock, none of the foregoing
participants beneficially own individually in excess of 1% of Circle's common
stock. Not counting Mr. Gibert and Mr. Robinson, the participants, in the
aggregate, beneficially own approximately 1.5% of Circle's common stock. The
ownership information is as of February 29, 2000. Under the Company's stock
option plans and other employment agreements maintained by Circle, certain
benefits may become vested or accelerated in connection with the Merger with
respect to Mr. Kennis, Ms Kerti, Ms. Fawcett, Mr. Frantz and Mr. Kopshever. The
Merger Agreement provides that EGL will take such action as may be necessary to
cause the election or appointment of Peter Gibert as a director of EGL as of
the effective time of the Merger and that options for Circle common stock
outstanding at the effective time of the Merger will be assumed by EGL.
