1
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): MAY 23, 2001
EGL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27288 76-0094895
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281/618-3100
2
ITEM 5. OTHER EVENTS
On May 23, 2001, the Board of Directors of EGL, Inc. (the
"Company") declared a dividend of one right ("Right") for each outstanding share
of the Company's Common Stock, par value $.001 per share ("Common Stock"), to
shareholders of record at the close of business on June 4, 2001. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-thousandth of a share (a "Fractional Share") of Series A Junior
Participating Preferred Stock,par value $.001 per share (the "Preferred Stock"),
at a purchase price of $120 per Fractional Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of May 23, 2001 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
Computershare Investor Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the date of
the announcement being the "Stock Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. James R. Crane will not become an
Acquiring Person, unless and until he and his affiliates and associates become
the beneficial owner of 49% or more of the Common Stock. In certain
circumstances, the Distribution Date may be deferred by the Board of Directors.
Certain inadvertent acquisitions will not result in a person's becoming an
Acquiring Person if the person promptly divests itself of sufficient Common
Stock. If at the time of the adoption of the Rights Agreement, any person or
group of affiliated or associated persons is the beneficial owner of a number of
shares that would otherwise cause such person or group to be an Acquiring
Person, such person shall not become an Acquiring Person unless and until
certain increases in such person's beneficial ownership occur or are deemed to
occur. Until the Distribution Date, (a) the Rights will be evidenced by the
Common Stock certificates (together with a copy of a Summary of Rights or
bearing the notation referred to below) and will be transferred with and only
with such Common Stock certificates, (b) new Common Stock certificates issued
after June 4, 2001 will contain a notation incorporating the Rights Agreement by
reference and (c) the surrender for transfer of any certificate for Common Stock
(with or without a copy of a Summary of Rights) will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on June 4, 2011, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All
-2-
3
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights. Shares of Common Stock issued after the Distribution Date in connection
with certain employee benefit plans or upon conversion of certain securities
will be issued with Rights. Except as otherwise determined by the Board of
Directors, no other shares of Common Stock issued after the Distribution Date
will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an
Acquiring Person (except pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms that a majority of
the independent directors of the Company determines, at the times the Rights are
redeemable, to be fair to and otherwise in the best interests of the Company and
its shareholders (a "Permitted Offer")), each holder of a Right will thereafter
have the right to receive, upon exercise of such Right, a number of shares of
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a Current Market Price (as defined in the Rights
Agreement) equal to two times the exercise price of the Right. Notwithstanding
the foregoing, following the occurrence of any Triggering Event, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by or transferred to an Acquiring Person (or by certain
related parties) will be null and void in the circumstances set forth in the
Rights Agreement. However, Rights are not exercisable following the occurrence
of any Flip-In Event until such time as the Rights are no longer redeemable by
the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time from and
after the time an Acquiring Person becomes such, (i) the Company is acquired in
a merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights that are voided as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Right. Flip-In Events and Flip-Over Events are collectively
referred to as "Triggering Events."
The number of outstanding Rights associated with a share of
Common Stock, or the number of Fractional Shares of Preferred Stock issuable
upon exercise of a Right and the Purchase Price, are subject to adjustment in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock occurring prior to the Distribution Date.
The Purchase Price payable, and the number of Fractional Shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event of
certain transactions affecting the Preferred Stock.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock that are not integral
multiples of a Fractional Share are required to be issued upon exercise of
Rights and, in lieu thereof, an adjustment in cash may be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise. Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event
-3-
4
that, upon any exercise of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.
At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. After a person becomes an
Acquiring Person, the right of redemption is subject to certain limitations in
the Rights Agreement. Immediately upon the effectiveness of the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $0.01
redemption price. The Rights Plan does not prevent a shareholder from conducting
a proxy contest to remove and replace the Board with directors who then vote to
redeem the Rights, if such actions are taken prior to the time that such
shareholder becomes an Acquiring Person.
At any time after the occurrence of a Flip-In Event and prior
to a person's becoming the beneficial owner of 50% or more of the shares of
Common Stock then outstanding or the occurrence of a Flip-Over Event, the
Company (if the Rights are then redeemable) may exchange the Rights (other than
Rights owned by an Acquiring Person or an affiliate or an associate of an
Acquiring Person, which will have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, and/or other equity securities
deemed to have the same value as one share of Common Stock, per Right, subject
to adjustment.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Other than the redemption price, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company as long
as the Rights are redeemable. Thereafter, the provisions of the Rights Agreement
other than the redemption price may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at such time as the
Rights are not redeemable.
A copy of the Rights Agreement is available free of charge
from the Company. A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to this Report on Form 8-K.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
-4-
5
The Rights will have certain anti-takeover effects. The Rights
will cause substantial dilution to any person or group that attempts to acquire
the Company without the approval of the Company's Board of Directors. As a
result, the overall effect of the Rights may be to render more difficult or
discourage any attempt to acquire the Company even if such acquisition may be
favorable to the interests of the Company's shareholders. Because the Company's
Board of Directors can redeem the Rights or approve a Permitted Offer, the
Rights should not interfere with a merger or other business combination approved
by the Board of Directors of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1. Rights Agreement dated as of May 23, 2001
between EGL, Inc. and Computershare Investor
Services, L.L.C., as Rights Agent, which
includes as Exhibit A the form of
Certificate of Designations of Series A
Junior Participating Preferred Stock setting
forth the terms of the Preferred Stock, as
Exhibit B the form of Rights Certificate and
as Exhibit C the Summary of Rights to
Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will
not be mailed until after the Distribution
Date (as defined in the Rights Agreement).
-5-
6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
EGL, INC.
Date: May 23, 2001 By: /s/ Elijio V. Serrano
-----------------------------------
Name: Elijio V. Serrano
Title: Chief Financial Officer
-6-
7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1. Rights Agreement dated as of May 23, 2001 between EGL, Inc.
and Computershare Investor Services, L.L.C., as Rights Agent,
which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred Stock
setting forth the terms of the Preferred Stock, as Exhibit B
the form of Rights Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Stock. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after
the Distribution Date (as defined in the Rights Agreement).