SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): September 16, 2005
EGL, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Texas
(State or other jurisdiction
of incorporation)
|
|
000-27288
(Commission
File Number)
|
|
76-0094895
(IRS Employer
Identification No.) |
| |
|
|
|
|
15350 Vickery Drive, Houston, Texas
(Address of principal executive offices)
|
|
|
|
77032
(Zip Code) |
Registrant’s telephone number, including area code: (281) 618-3100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. OTHER EVENTS.
As previously disclosed, EGL, Inc., a Texas corporation (the “Company”), is offering to
purchase up to 9,615,000 shares of its common stock, par value $0.001 per share, at a price not
greater than $26.00 nor less than $22.50 per share, without interest, upon the terms and subject to
the conditions set forth in an offer to purchase and related letter of transmittal, which were
filed with the Securities and Exchange Commission on August 30, 2005. The Company’s intent is to
purchase up to $250 million of its shares in the tender offer. The tender offer expires at 5:00
p.m., New York City time, on September 28, 2005, unless extended. The Company intends to partially
fund its purchase of shares tendered in the tender offer with $150 million of borrowings under a
bridge facility (the “Bridge Facility”). The Company expects to repay borrowings under the Bridge
Facility after the expiration of the tender offer from $150 million of privately placed senior
notes (the “Senior Notes”). A summary of the indicative terms of the Senior Notes has been filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K, including its exhibits, is neither an offer to sell nor a
solicitation of an offer to buy any of the Senior Notes. The Senior Notes to be offered have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws and, unless so registered, the Senior Notes may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws.
The statements in this report regarding the tender offer, its financing, the company’s or
management’s intentions, beliefs or expectations, or that otherwise speak to future events, are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements involve risks and uncertainties including, but not limited to, response to
tender offer, market conditions, satisfaction of closing conditions, general economic conditions,
risks associated with operating in international markets, the results of litigation, the timing and
effects of any improvements in the regions and industry sectors in which the Company’s customers
operate, ability to manage and continue growth, competition, ability to renegotiate customer
contracts and other factors detailed in the Company’s 2004 Form 10-K and other filings with the
Securities and Exchange Commission. If one or more of these risks or uncertainties materialize (or
the consequences of such a development worse), or if underlying assumptions prove incorrect, actual
outcomes may vary materially from those forecasted or expected. The Company disclaims any intention
or obligation to update publicly or revise such statements, whether as a result of new information,
future events or otherwise.