<PAGE> 1
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
PRESS RELEASE
[CIRCLE LOGO APPEARS HERE]
Circle International Group, Inc.
World Headquarters
260 Townsend Street
San Francisco, California 94107
Investor Contact: Janice Kerti
Senior Vice President & CFO
415.978.0783
News Media Contact: Gary N. Frantz
Director, Corporate Communications
415.978.0650
NEWS RELEASE
================================================================================
CIRCLE INTERNATIONAL GROUP, INC. REPORTS SECOND QUARTER RESULTS,
NET INCOME INCREASES 35 PERCENT OVER 2Q 1999
SAN FRANCISCO, CALIF. - AUGUST 3, 2000 - Circle International Group, Inc.
(NASDAQ: CRCL) today reported net income for the second quarter ended June 30,
2000 of $6.5 million, or $.37 per diluted share, an increase of 35 percent
compared to 1999 second quarter net income of $4.8 million, or $.28 per diluted
share.
Income from operations for the second quarter was up 66 percent to $9.5
million compared to the second quarter of 1999 operating income of $5.7 million.
Results benefited from the absence of Y2K expenses.
Revenues for the second quarter were $237.0 million, up 21 percent
compared to 1999 second quarter revenues of $195.2 million. Net revenues, which
represent revenues less purchased transportation costs, rose 12 percent to $91.1
million from $81.5 million in the previous year's second quarter.
"The company achieved strong revenue growth across its principal
services reflecting additional opportunities from outsourcing and globalization
trends," commented Peter Gibert, chairman and CEO. "Results from North America,
our largest market, were particularly encouraging with net revenues up 12
percent and operating income increasing 24 percent."
<PAGE> 2
In both the Europe/Middle East and Asia-Pacific regions, net revenues
rose 13 percent over the second quarter of 1999.
Net revenue margins for the second quarter of 2000 were lower than
those in the previous year's quarter due to higher transportation costs from
carrier rate increases. The company continued to assess a fuel surcharge during
the quarter, which helped recover some of the increased fuel costs from
transportation providers.
Total other income, net, for the second quarter of 2000, was lower than
the same period last year, due in part to Circle's Taiwan business unit being
fully consolidated instead of being reported as an affiliate. Interest expense
increased and interest income was lower in the quarter from higher capital
expenditures and increased working capital demands. Last year, total other
income for the second quarter benefited from a gain on the sale of a perishables
business.
For the six months ended June 30, 2000, net income was $9.7 million, or
$.55 per share, up from $6.7 million, or $.39 per share in the comparable period
of 1999. Operating income for the six-month period was $14.1 million, an
increase of 77 percent compared to $8.0 million for the first six months of
1999. Half-year results benefited from the absence of Y2K expenses and were
adversely impacted by margin pressures. Revenue for the first half of 2000 was
up 20 percent to $453.2 million, compared to six-month revenues of $378.1
million in the comparable period of 1999. Net revenues increased 12 percent to
$175.8 million, compared with $157.6 million in the first six months of last
year.
On July 3, 2000, Circle International Group, Inc. and EGL, Inc.
(NASDAQ: EAGL) announced a strategic merger. The transaction will combine the
domestically strong Eagle with the internationally focused Circle, both of which
are non-asset based freight forwarders and logistics providers. The combination
is expected to create a completely new paradigm in the global logistics and
transportation services marketplace.
"We are most encouraged with our solid double-digit growth, which
demonstrates not only our progress securing additional business from existing
clients, but also our continued success bringing new clients into Circle," noted
Gibert.
"Circle associates are doing a wonderful job focusing on the needs of
our customers," he said. "As we proceed toward completing the merger with Eagle
this fall, we look ahead with excitement and enthusiasm to the next chapter of
our long and proud history of delivering the highest quality service to our
customers, and increasing value to our shareholders."
##
ABOUT CIRCLE: HEADQUARTERED IN SAN FRANCISCO, CIRCLE INTERNATIONAL GROUP, INC.
(NASDAQ: CRCL) IS A GLOBAL LOGISTICS SOLUTIONS COMPANY. FOUNDED IN 1898, CIRCLE
TODAY HAS MORE THAN 4,900 EMPLOYEES, WITH OVER 300
<PAGE> 3
OFFICES IN 100 COUNTRIES. WITH ANNUAL REVENUES OF OVER $800 MILLION, CIRCLE
PROVIDES INTEGRATED SERVICES INCLUDING MULTI-MODAL AIR AND OCEAN FREIGHT
FORWARDING, CUSTOMS BROKERAGE, MATERIALS MANAGEMENT, WAREHOUSING, DISTRIBUTION
AND FULFILLMENT, TRADE FACILITATION AND PROCUREMENT, AND LOGISTICS AND SUPPLY
CHAIN MANAGEMENT. ADDITIONAL NEWS AND INFORMATION ABOUT CIRCLE CAN BE FOUND AT
www.circleintl.com.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS SET FORTH IN
THIS RELEASE 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 THE COMPANY, 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, THE COMPANY'S ABILITY TO INTEGRATE SUCCESSFULLY BUSINESSES
THAT IT ACQUIRES, THE INCREASING COMPLEXITY OF THE COMPANY'S INFORMATION
TECHNOLOGY, THE EFFECT OF THE COMPANY'S ACCOUNTING POLICIES, AND OTHER RISK
FACTORS DETAILED IN THE COMPANY'S SEC FILINGS.
FORWARD LOOKING STATEMENT AND INVESTOR NOTICE
THE STATEMENTS IN THIS NEWS RELEASE 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 HAS FILED 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.
3
