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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.
File Number for Registration Statement on Form S-4: 333-42310
EAGLE
CIRCLE
UPDATE
MERGER INTEGRATION NEWS
SOARING TOGETHER WE WILL CIRCLE THE GLOBE
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VOLUME 1, NO. 1 AUGUST 17, 2000
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EAGLE/CIRCLE SET TRANSITION TEAM, ESTABLISH PHASE 1 FOCUS AREAS, TASKS
Process to identify "best of the best" resources, processes, applications
[EAGLE LOGO APPEARS HERE] Since the announcement of the proposed merger
between Circle and Eagle last month, a number of
activities have been underway to establish the
game plan and the strategy that will drive the
integration process once the merger is approved.
The scope of the work is broad and will require
[CIRCLE LOGO APPEARS HERE] multiple teams focused on specific areas, under
the guidance of an overall transition team.
THE PROPOSED MERGER CONTINUES TO PROCEED ALONG THE ANTICIPATED TIMELINE.
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COUNTDOWN TO OUR NEW COMPANY
July 2 Circle and Eagle boards of directors approve the transaction
July 3 Proposed merger announced
July 20 Filing with regulatory agencies for Hart-Scott-Rodino
anti-trust review
July 27 Proxy materials submitted to Securities and Exchange Commission
July 28 Early termination of Hart-Scott-Rodino waiting period
Aug 1 Merger integration planning begins
Aug 10 SEC declares registration statement effective
Aug 14 Proxy and voting materials mailed to shareholders
Sept 18 Eagle board of directors/shareholders meeting
Sept 20 Circle board of directors/shareholders meeting
Sept 20 Confirmation of shareholder approval, transaction finalized
Oct 2 Transaction scheduled to close
Oct 3 Integration begins
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During August and September the transition teams will focus on 1) identifying
major issues involved in integration of the two companies and initial plans to
tackle those; 2) establishing a phased schedule for implementation of
integration activities; 3) creating sub-groups of Eagle and Circle people to
take on specific integration tasks 4) deploying a communications plan and
activities to keep everyone informed about merger activities.
A team dedicated to human resources and staffing issues has begun a detailed
effort to compare and analyze the two companies' benefits and compensation
plans. All human resource-related issues will be reviewed and recommendations
for policies and benefits in the post-merger environment will be proposed.
In addition, Arthur Andersen has been retained as a consultant to the
integration planning team. They have extensive experience with merger
integration planning, and will provide our team with counsel and support toward
development of processes, methodologies, tools and expertise, in areas such as
communications, human resources and information technology.
Overall, the principal goal of the transition planning effort is to do a careful
evaluation of each company's policies, processes, practices and assets, and then
develop a road map to combine the "best of the best," with the goal of achieving
a smooth and efficient integration, creating the industry's premier global
logistics provider.
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TRANSITION TEAM ESTABLISHED, ANALYSIS UNDER WAY
Eagle/Circle teams embark on "top to bottom" strategic evaluation, planning
This week, the merger transition team was formalized, with members from Eagle
and Circle selected to work on primary functional development and integration
planning teams. Initial efforts will focus on eight areas, with the following
team leaders and key goals:
CUSTOMER RETENTION/BUSINESS DEVELOPMENT
o Dave Buss, John Kopshever
|X| Key Goals: define sales organization and sales integration
plan, refine global account strategies, review vertical
market initiatives, identify key account opportunities,
create marketing communications plan; develop business
retention tracking plan to proactively manage customer
merger concerns; roll out sales commission plan.
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NORTH AMERICA - FIELD ORGANIZATIONAL STRUCTURE
o Nelson Bettencourt, Randy Clark, Rich Kozak, Chris Monica, Sam
Slater, Greg Weigel, Steve Taylor
|X| Key Goals: establish field organization integration plan,
identify opportunities to combine facilities where
appropriate, define product management roles.
CUSTOMS/REGULATORY COMPLIANCE
o Donna Clemmensen, Brenda Espeleta, Denise Descoteaux
|X| Key Goals: Develop plans for transition of US Customs
licenses, other regulatory permits impacting import/export
operations, and powers of attorney; perform evaluation of
CHB systems and plan for transition to a single
Customs/ABI application and common business practices;
create plan for training employees on CHB system
operations.
EMPLOYEE ISSUES
o Rae Fawcett, Lorie Parmeter
|X| Key Goals: Evaluate HR policies and benefits; develop
recommendations for benefit plans as combined
organization, formalize relocation/retention plan for
Circle SFO headquarters employees.
INFORMATION SYSTEMS
o Dan DiGregorio, Antonio Marin, Cindy Stoddard
|X| Key Goals: Identify "day zero" integration steps (link
email, communications networks, web resources); create
detailed systems inventory; select platforms, develop
overall system integration architecture rollout plan and
schedule.
COST SYNERGY OPPORTUNITIES
o Jon Kennedy, Mike Lancaster, Greg Quigley, Steve Russell, Randy
Sinker, Mike Slaughter, Ron Talley, Bill Woods
|X| Key Goals: Review air, ocean carrier contacts to leverage
combined spend, analyze Circle USA line-haul and P&D
activities for synergy opportunities with EGL USA network;
analyze EGL international traffic for synergy
opportunities with Circle gateway network; review all
major expense and expenditure areas, leverage combined
volumes for better pricing; rationalize, eliminate
duplicate activities.
EGL INTERNATIONAL AGENT TRANSITION TO CIRCLE GLOBAL NETWORK
o Raul Pedraza, Geoff Corpe, Vittorio Favati, Philippe Gilbert,
Peter Singleton, Anthony Hooey
|X| Key Goals: Implement plan to transition EGL traffic from
agents in 29 countries to Circle network, initiate plan
and monitor process to ensure superb customer service and
retention of business; develop process to generate, manage
int'l sales leads from EGL USA to Circle global locations.
COMMUNICATIONS
o Sherry Amberg, Gary Frantz
|X| Key Goals: Design and implement comprehensive, integrated
communications plan; draft weekly merger progress review
messages; create & disseminate monthly merger update
newsletter, create vehicle to encourage employee feedback;
begin planning marketing collateral and news media
campaign to "launch" combined company post-merger; manage
new web site design, content integration and consistent
branding/user functionality for combined internal and
external Web sites.
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As the integration planning proceeds, more employees will be assigned to join
the transition efforts. Our goal is to create and implement a comprehensive
transition and integration plan that will strategically position Eagle/Circle as
a world-class international logistics enterprise. As more of our transition team
planning activities are defined and completed, we will provide additional
updates and reports.
During this process, we must continue to remain strongly focused on our
day-to-day operations, serving our customers, and working aggressively to ensure
their continued support. When it comes to our customers and their expectations,
it's business as usual. They deserve our unqualified support and attention even
as we proceed with our transition and integration planning. It's an exciting
time. You are encouraged to share any questions or concerns. Feel free to submit
your comments to [email protected] (Circle employees) or
[email protected] (Eagle employees).
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.
[CIRCLE LOGO APPEARS HERE] [EAGLE GLOBAL LOGISTICS LOGO APPEARS HERE]
GLOBAL HEADQUARTERS: GLOBAL HEADQUARTERS:
260 Townsend Street 15350 Vickery Drive
San Francisco, California 94107 Houston, Texas 77032
(415) 978-0600 (281) 618-3256
