CUSIP No. 268484 10 2 Page 1 of 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
EGL, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
268484 10 2
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 268484 10 2 Page 2 of 6
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1. Name of Reporting Persons James R. Crane
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Not applicable
(b) Not applicable
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3. SEC Use Only
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4. Citizenship or Place of Organization
U.S.
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Number Of 5. Sole Voting Power
Shares
Beneficially 10,123,463 (See Note 1)
Owned By --------------------------------------------------------
Each Reporting 6. Shared Voting Power
Person With
None
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7. Sole Dispositive Power
10,123,463 (See Note 1)
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8. Shared Dispositive Power
None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,123,463 (See Note 1)
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10. Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares
(See Instructions)
Not applicable
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11. Percent of Class Represented by Amount in Row (9)
21.4%
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12. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 268484 10 2 Page 3 of 6
ITEM 1.
(a) Name of Issuer: EGL, Inc.
(b) Address of Issuer's Principal Executive
Offices: 15350 Vickery Drive
Houston, Texas 77032
ITEM 2.
(a) Name of Person Filing: James R. Crane
(b) Address of Principal Business Office: 15350 Vickery Drive
Houston, Texas 77032
(c) Citizenship: U.S.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 268484 10 2
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 10,123,463 (See Note 1)
(b) Percent of Class: 21.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 10,123,463
(See Note 1)
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(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
10,123,463 (See Note 1)
(iv) Shared power to dispose or to direct the disposition of:
None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
NOTE 1:
Includes 18,000 shares issuable upon exercise of stock options that are or
become exercisable within 60 days. Also includes 200,000 shares and 400,000
shares of EGL common stock pledged to Goldman Sachs Financial Markets, L.P.
("GSFM") and CSFB Cayman International, LDC (formerly known as DLJ Cayman
Islands, LDC, "CSFBCI"), respectively, in connection with three variable
pre-paid share forward agreements. Under the terms of the GSFM agreement, Mr.
Crane has agreed to sell up to 200,000 shares of EGL common stock to GSFM on or
about March 1, 2004. The actual number of shares to be sold to GSFM will be
based on the closing price of EGL common stock on such date. Under the terms of
the CSFBCI agreements, Mr. Crane has agreed to sell up to 400,000 shares of EGL
common stock to CSFBCI on or about March 15, 2004. The actual number of shares
to be sold to CSFBCI will be based on the closing price of EGL common stock
during a five-day period prior to March 15, 2004. Under each agreement, Mr.
Crane has the option of settling in cash instead of delivering shares of EGL
common stock. Mr. Crane is entitled to exercise any and all voting and other
consensual
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rights pertaining to the pledged shares for any purpose not inconsistent with
the terms of the agreements; provided that Mr. Crane may not exercise or refrain
from exercising such right if, in the judgment of GSFM or CSFBCI, as the case
may be, such action would have a material adverse effect on the value of the
pledged shares; and provided further, that Mr. Crane must give each of GSFM and
CSFBCI prior written notice of the manner in which he intends to exercise or
refrain from exercising any such right.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2004 /s/ James R. Crane
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James R. Crane