UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGL, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.001 per share
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(TITLE OF CLASS OF SECURITIES)
268484 10 2
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(CUSIP NUMBER)
James Westra, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street
34th Floor
Boston, MA 02110
(617) 772-8300
R. Jay Tabor, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300
Dallas, Texas 75201
(214) 746-7700
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( NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
February 7, 2007
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
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EXPLANATORY NOTES: This Amendment No. 1 to Schedule 13D (this
"Amendment") is being filed by James R. Crane and the other reporting persons
(collectively, the "Reporting Persons") identified in the Schedule 13D filed on
January 22, 2007 (the "Schedule 13D") with the Securities and Exchange
Commission (the "Commission") relating to the common stock, par value $0.001 per
share ("Common Stock"), of EGL, Inc. (the "Issuer"). The Schedule 13D is hereby
amended and supplemented by the Reporting Persons as set forth below in this
Amendment. Capitalized terms used but not defined in this Amendment shall have
the meanings given in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure in Item 3 is hereby supplemented by adding the following
after the last paragraph thereof:
On February 7, 2007, the Special Committee announced that it had been
notified by General Atlantic that General Atlantic had withdrawn as an equity
sponsor for the Proposal. General Atlantic indicated that its participation in
the Proposal was withdrawn due to an expected shortfall in the Issuer's fourth
quarter 2006 results, as compared to amounts previously anticipated by analysts
and by General Atlantic. The Reporting Persons intend to pursue one or more
alternative equity sources to replace General Atlantic and they intend to
present a revised offer to the Board of Directors reflecting any such new equity
commitments. There can be no assurance that any revised offer or definitive
offer will be made, the terms of any such offer, that any agreement will be
executed or that this or any other transaction will be approved or consummated.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Item 3 is
incorporated by reference in its entirety into this Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Item 3 is
incorporated by reference in its entirety into this Item 6.
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Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Schedule 13D/A with respect to such person is true, complete and correct.
Dated: February 8, 2007
*
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JAMES R. CRANE
*
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E. JOSEPH BENTO
*
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RONALD E. TALLEY
*
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GREGORY WEIGEL
*
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KEITH WINTERS
*
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VITTORIO FAVATI
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* Margaret Barradas, by signing her name hereto, does sign this document on
behalf of each of the persons indicated above for whom she is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
/S/MARGARET BARRADAS
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MARGARET BARRADAS
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