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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 2, 2000
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CIRCLE INTERNATIONAL GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-8664 94-1740320
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
260 Townsend Street, San Francisco, California 94107
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 978-0600
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Item 5. Other Events.
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On , July 2, 2000, EGL, Inc., a corporation organized under the
laws of Texas ("Parent"), EGL Delaware I, Inc., a Delaware corporation and a
direct wholly-owned subsidiary of Parent ("Merger Sub"), and Circle
International Group, Inc., a Delaware corporation (the "Company"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"), providing,
among other things, for the merger of Merger Sub with and into the Company
(the "Merger"), whereupon the Company will become a wholly-owned subsidiary of
Parent.
Immediately prior to the execution of the Merger Agreement, the
Company executed an amendment (the "Amendment") to the Rights Agreement, dated
as of October 24, 1994 (the "Rights Agreement"), between the Company and
Chemical Trust Company of California (the "Rights Agent"). The Amendment
provides, among other things, that (a) none of the Merger Agreement, the Option
Agreements each dated as of July 2, 2000, between the Company and Parent (the
"Option Agreements") and the Stockholder Agreements, each dated as of July 2,
2000, between Parent and certain affiliates of Parent and the Company, or the
consummation of the transactions contemplated thereby, will cause (i) Parent or
Merger Sub or any of their affiliates or associates to be deemed an "Acquiring
Person" under the Rights Agreement or (ii) the "Stock Acquisition Date" or the
"Distribution Date under the Rights Agreement to occur upon any such event, and
(b) the "Rights" (as defined in the Rights Agreement) will expire upon the
earliest of (i) the close of business on the Final Expiration Date (as defined
in the Rights Agreement), (ii) the time at which the Rights are redeemed as
provided in Section 23 thereof, (iii) the time at which the Rights are
exchanged as provided in Section 24 thereof, and (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement).
A copy of the Amendment is available free of charge from the
Company. This summary description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On July 3, 2000, the Company and Parent announced that they had
signed the Merger Agreement. A copy of the press release regarding this
transaction is attached as Exhibit 99.2 hereto and incorporated by reference
herein.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
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(c)
Exhibit 4.2
Amendment to Rights Agreement, dated as of July 2, 2000
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Exhibit 99.1
Press release of July 3, 2000 with an announcement regarding the
signing of an Agreement and Plan of Merger among EGL, Inc., EGL Delaware I,
Inc. and Circle International Group, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /S/ Janice Kerti
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Janice Kerti
Senior Vice President,
Chief Financial Officer, and
Principal Accounting Officer
Dated: July 3, 2000
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EXHIBIT INDEX
Exhibit No. Description
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4.2 Amendment to Rights Agreement, dated as of July 2, 2000
99.1 Press Release, dated July 3, 2000.
