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Filed by: Circle International Group, 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.: 0-8664
TO: All Associates
Last week, I completed a tour of five European countries with Jim Crane and
things are going very well. The reaction to our proposed merger has been
positive. Today, as you read this message, we are touring Latin American
countries where we continue to receive positive response and support.
I am pleased with the enthusiasm of our people and their excitement over the
potential of our combined organizations. The scope and scale of our operations,
and the experience and talent of our team are impressive. These strengths were
clearly evident in the well-prepared presentations and engaging discussions we
have had in each of our meetings.
Progress continues toward completing our proposed merger and we are making
headway with the planning process. Transition planning meetings were held last
week, and are ongoing this week. We have settled on key strategies, and begun to
outline the makeup of the teams that will lead the transition and integration
for both organizations, under the direction of Kim Wertheimer.
We also have established a formalized communications initiative, designed to
keep you informed of progress with the merger timeline as well as plans and
decisions related to transition and integration activities. In our first Merger
Integration Update newsletter, to be issued shortly, we will introduce to you
the principal members of the Merger Integration Team and the activities they
will lead.
Our proxy and voting materials regarding the merger have been printed and mailed
to shareholders. As many Circle employees also are shareholders as well, I
encourage you to read and review the materials, and submit your votes. I am sure
that you will agree we are taking the right steps.
We are truly on the verge of creating a powerful new company that will provide
an exceptional value proposition to global logistics customers.
Sincerely,
Peter Gibert
FORWARD LOOKING STATEMENT AND INVESTOR NOTICE
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS SET FORTH IN
THIS DOCUMENT ARE FORWARD-LOOKING STATEMENTS THAT ARE DEPENDENT ON CERTAIN RISKS
AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, SUCH FACTORS AS DEPENDENCE ON
INTERNATIONAL TRADE AND WORLDWIDE ECONOMIC CONDITIONS, SEVERE ECONOMIC
CONDITIONS IN CERTAIN REGIONS SERVICED BY CIRCLE, MARKET DEMAND, PRICING RISKS
ASSOCIATED WITH OPERATIONS OUTSIDE THE U.S., CURRENCY FLUCTUATIONS, COMPETITIVE
PRESSURES, IMBALANCES OF CAPACITY AND DEMAND IN CERTAIN TRADE LANES AND SERVICE
AREAS, CIRCLE'S ABILITY TO INTEGRATE SUCCESSFULLY BUSINESSES THAT IT ACQUIRES,
THE INCREASING COMPLEXITY OF CIRCLE'S INFORMATION TECHNOLOGY, THE EFFECT OF THE
COMPANY'S ACCOUNTING POLICIES, AND OTHER RISK FACTORS DETAILED IN CIRCLE'S SEC
FILINGS.
THE STATEMENTS IN THIS EMPLOYEE COMMUNICATION REGARDING THE EXPECTED DATE OF
CLOSING OF THE MERGER, FUTURE FINANCIAL AND OPERATING RESULTS, TARGET GROWTH
RATES, BENEFITS OF THE MERGER, TAX AND ACCOUNTING TREATMENT OF THE MERGER,
FUTURE OPPORTUNITIES AND ANY OTHER EFFECT, RESULT OR ASPECT OF THE PROPOSED
TRANSACTION AND ANY OTHER STATEMENTS, WHICH ARE NOT HISTORICAL FACTS, ARE
FORWARD LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING, BUT NOT LIMITED TO, COSTS AND DIFFICULTIES RELATED TO THE INTEGRATION
OF ACQUIRED BUSINESSES, COSTS, DELAYS, AND ANY OTHER DIFFICULTIES RELATED TO THE
MERGER, FAILURE OF THE PARTIES TO SATISFY CLOSING CONDITIONS, RISKS AND EFFECTS
OF LEGAL AND ADMINISTRATIVE PROCEEDINGS AND GOVERNMENTAL REGULATION, FUTURE
FINANCIAL AND OPERATIONAL RESULTS, COMPETITION, GENERAL ECONOMIC CONDITIONS,
ABILITY TO MANAGE AND CONTINUE GROWTH, RISKS OF INTERNATIONAL OPERATIONS AND
OTHER FACTORS DETAILED IN EGL'S AND CIRCLE'S FORMS 10-K AND OTHER FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). SHOULD ONE OR MORE OF THESE
RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL OUTCOMES MAY VARY MATERIALLY FROM THOSE INDICATED.
EGL HAS FILED A REGISTRATION STATEMENT ON FORM S-4 WITH THE SEC. IN THE
CONNECTION WITH THE MERGER, EGL AND CIRCLE HAVE MAILED A JOINT PROXY
STATEMENT/PROSPECTUS, WHICH IS 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 STATEMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC. THE JOINT PROXY STATEMENT/PROSPECTUS
CONTAINS 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. THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT
PROSPECTUS AND OTHER DOCUMENTS ARE AVAILABLE FREE OF CHARGE ON THE SEC'S WEB
SITE AT WWW.SEC.GOV AND FROM THE EGL AND CIRCLE CONTACTS LISTED IN THE
DOCUMENTS. 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.
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.
