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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 Rules 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Circle International Group, Inc.
Commission File No.: 0-8664
Subject Company: EGL, Inc.
Commission File No.: 0-27288
MEMO TO EMPLOYEES
To: All Circle Employees
From: Peter Gibert
This week, Circle's executive management team participated in the first joint
meeting with our colleagues at Eagle in Houston. It was an exciting two days of
upbeat, proactive discussions. I was elated with the enthusiasm and commitment
of our senior people. These past two days leave me further convinced of the
value we will create for our employees, customers and shareholders with this
strategic combination. We are laying the groundwork for a formidable team that
will offer customers market advantages unmatched by any competitor.
We thoroughly considered the transaction and began to identify the plans and
activities necessary to see it to a prompt and successful conclusion. As we
proceed along this path, there will certainly be questions, and we will do
everything in our power to ensure thorough communication so that our employees
receive the facts and a full understanding of the issues going forward.
In the interim, it is important for every Circle associate to give their
undivided focus, effort and energies toward maintaining our momentum for
profitable growth and delivering the highest levels of service to our customers.
Our day-to-day mission of running this business profitably and growing with our
customers through excellent service remains our top priority. This is an
imperative for both organizations. For our customers, the key contacts which
today service their business will not change. The structure of our organization
remains intact and our intent is to maintain our field operations and ultimately
enhance resources for service and growth.
One of the great strengths of this business combination is that there is very
minimal field overlap. We are truly two complementary organizations. Each brings
specific expertise and talent that combined create a stronger value proposition
for customers and shareholders. The opportunities are compelling, as together we
will have a financially solid company offering a more complete package of
domestic and international transportation and logistics services to an expanded
customer base.
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For the immediate future, from an operating perspective, everything remains the
same. Service quality must remain high. There can be no interruption or
deterioration of services during this transition period. This focus will ensure
the continued satisfaction of our customers. And, it will provide a compelling
case for them to select Circle for more and more of their logistics and
transportation business. The more business we can retain and grow, the stronger
we will be. By keeping our energies directed toward our customers and their
service needs, we will enhance our current jobs and provide new opportunities
for Circle people to extend and advance their careers.
Once again, I am elated to share with you the enthusiasm from this first meeting
of our senior team in Houston. We are beginning an exciting new chapter in a
long and proud history. I will keep you apprised with regular updates of
developments as we move toward completing this transaction.
Regards,
Peter Gibert
FORWARD LOOKING STATEMENT AND INVESTOR NOTICE
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. 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 and Circle plan 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 statements
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.
