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)
March 27, 2007
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(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).
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CUSIP No. 268484 10 2 13D/A Page 2 of 7
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1 NAME OF REPORTING PERSON: BRUNO SIDLER
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 10,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 10,000
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 10,000
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.02%
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14 TYPE OF REPORTING PERSON: IN
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SCHEDULE 13D/A
EXPLANATORY NOTES: This Amendment No. 4 to Schedule 13D (this
"Amendment") is being filed by James R. Crane and the other reporting persons
(collectively, the "Original Reporting Persons") identified in the Schedule 13D
filed on January 22, 2007, as amended by Amendment No. 1 thereto filed on
February 8, 2007, Amendment No. 2 thereto filed on February 27, 2007 and
Amendment No 3 thereto filed on March 18, 2007 (as amended, the "Schedule 13D")
with the Securities and Exchange Commission (the "Commission") relating to the
common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc. (the
"Issuer"), and by Bruno Sidler ("Mr. Sidler"). 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 2. IDENTITY AND BACKGROUND.
The disclosure in Item 2 is hereby amended and restated in its
entirety as follows:
(a) and (b) This Schedule 13D is being filed jointly on behalf of
the following persons:
o (1) James R. Crane ("Mr. Crane"), (2) E. Joseph Bento ("Mr. Bento"),
(3) Ronald E. Talley ("Mr. Talley"), (4) Gregory Weigel ("Mr.
Weigel"), (5) Keith Winters ("Mr. Winters"), and (6) Vittorio Favati
("Mr. Favati") (collectively, the "Original Reporting Persons"); and
o Mr. Bruno Sidler ("Mr. Sidler" and, collectively with the Original
Reporting Persons, the "Reporting Persons"). Mr. Sidler has executed
a Joinder to the Joint Filing Agreement among the Original Reporting
Persons, dated as of March 28, 2007 (the "Joinder "). A copy of the
Joinder is attached hereto as Exhibit 7.17.
The business address of each of the Reporting Persons is 15350
Vickery Drive, Houston, Texas 77032.
(c) The present principal occupation of Mr. Sidler is President -
Europe, Middle East and Africa region of the Issuer and its certain of its
affiliates. The present principal occupation of each of the Original Reporting
Persons is as set forth in the Schedule 13D.
(d) and (e) During the last five years, none of the Reporting
Persons has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Sidler is a citizen of Switzerland. Each of the Original
Reporting Persons is a United States citizen.
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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 March 27, 2007, Mr. Crane syndicated a $51,000,000 of the cash
investment represented by his Rollover Equity Commitment Letter to Sterling
Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P.
(collectively, "Sterling"), pursuant to a letter agreement between Sterling and
Mr. Crane (the "Sterling Syndication Letter"). Such assignment does not relieve
Mr. Crane of his obligations under the Rollover Equity Commitment Letter. This
summary of the Sterling Syndication Letter does not purport to be complete and
is qualified in its entirety by reference to the Sterling Syndication Letter,
which is attached hereto as Exhibit 7.18.
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure in Item 4 is hereby supplemented by adding the
following after the last paragraph thereof:
On March 23, 2007, Mr. Crane, Centerbridge and Woodbridge converted
Parent into a limited liability company. In connection with such conversion, Mr.
Crane, Centerbridge and Woodbridge entered into a limited liability company
agreement of Parent (the "Interim LLC Agreement"), which, among other things,
governs the actions of Parent between the signing and closing of the
transactions contemplated by the Merger Agreement. This description of the
Iterim LLC Agreement does not purport to be complete and is qualified in its
entirety by reference to the Interim LLC Agreement, which is attached hereto as
Exhibit 7.19 and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The disclosure in Item 5(a) and (b) is hereby
supplemented by adding the following after the last paragraph thereof:
Mr. Sidler has direct beneficial ownership of 10,000 restricted
shares of EGL Common Stock, which represents approximately 0.02% of the
outstanding EGL Common Stock. On February 15, 2007, in connection with his
employment by the Company, Mr. Sidler was granted such restricted shares, as
well as options to acquire 200,000 shares of EGL Common Stock, which vest in
three equal installments beginning on February 15, 2008. As a result of his
participation in the Proposal, Mr. Sidler may be deemed to constitute a "group"
within the meaning of Rule 13d-5(b) under the Exchange Act with the other
Reporting Persons, Centerbridge and Woodbridge, and may be deemed to own the EGL
Common Stock owned by the members of the group as a whole. As of March 23, 2007,
the Reporting Persons beneficially owned 7,450,870 shares of EGL Common Stock,
which represents approximately 18.17% of the EGL Common Stock. Each of the
Reporting Persons expressly disclaims beneficial ownership of such shares held
by any other members of such group.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The disclosure in Item 6 is hereby supplemented by adding the
following after the last paragraph thereof:
The information set forth or incorporated by reference in Item 3 and
Item 4, as well as the documents incorporated by reference therein, are
incorporated by reference in their entirety into this Item 6. Mr. Sidler has
entered into a Joinder to the Joint Filing Agreement, a copy of which is
attached as Exhibit 7.17 to this Amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits shall be attached in numerical order at the
end of Item 7:
Exhibit Joinder to Joint Filing Agreement executed by Mr. Sidler, dated as
7.17 of March 28, 2007
Exhibit Sterling Syndication Letter, dated as of March 27, 2007, executed
7.18 by Sterling Group Partners II, L.P. and Sterling Group Partners II
(Parallel), L.P.
Exhibit Limited Liability Company Agreement of Talon Holdings LLC, dated
7.19 as of March 23, 2007, by and among Centerbridge Capital Partners,
L.P., Centerbridge Capital Partners Strategic, L.P. and
Centerbridge Capital Partners SBS, L.P., The Woodbridge Company
Limited, and James R. Crane
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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: March 28, 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
/s/Bruno Sidler
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BRUNO SIDLER
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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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