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): DECEMBER 10, 2001
EGL, INC.
(Exact name of registrant as specified in its charter)
<Table>
TEXAS 000-27288 76-0094895
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
</Table>
Registrant's telephone number, including area code: (281) 618-3100
ITEM 5. OTHER EVENTS
CONVERTIBLE NOTES. On December 4, 2001, EGL, Inc. (the "Company") issued a
press release announcing the pricing of a private placement of $85,000,000 in
principal amount of 5% Convertible Subordinated Notes due December 15, 2006 (the
"Notes"). The closing of the sale of the Notes to the initial purchaser occurred
on December 7, 2001. Such sale does not include up to an additional $15 million
principal amount of notes that is subject to an overallottment option granted to
the initial purchaser of the notes. The press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference. The
indenture, the supplemental indenture, the form of Note and the registration
rights agreement relating to the notes are filed as Exhibit 4.1, Exhibit 4.2,
Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
On December 7, 2001, the initial purchaser notified the Company that it
intended to exercise the overallotment option for $15 million principal amount
of notes. The Company expects to complete the sale of additional Notes pursuant
to such option on December 12, 2001.
LIQUIDITY UPDATE. On December 6, 2001, the Company received a $23.2
million income tax refund, which was an accelerated payment of U.S. taxes
previously paid. In light of the foregoing refund payment and the sale of the
convertible notes, the Company is assessing its credit needs and alternatives.
Among the alternatives being considered is seeking a new facility with Bank of
America providing for borrowing of between $75 to $125 million. There can be no
assurance as to what the Company's final arrangements will be regarding such
credit alternatives.
With the funds from the Notes and the refund for previously paid income
taxes, the Company intends to pay down the entire amount previously drawn on its
line of credit with Bank of America.
NEW DIRECTOR. In November, Paul William Hobby was elected to the Company's
board of directors. Mr. Hobby, age 41, is chairman and chief executive officer
of Hobby Media Services, Inc., Houston, Texas, a Houston based corporation which
invests in traditional and new media services. Mr. Hobby is a director of
Stewart Information Services Corp. which is the holding company for Stewart
Title Company, and a director of Coastal Bancorp, Inc., which is the parent
company, through its wholly-owned subsidiary, Coastal Banc Holding Company,
Inc., of Coastal Banc ssb, a Texas-chartered FDIC insured, state savings bank
headquartered in Houston. Mr. Hobby also serves on the board of directors of
various civic, charitable and professional associations. His term as a director
of the Company will expire in 2002.
2
Cautionary Statement
The statements in this document regarding the sale of convertible notes
pursuant to the overallottment option, credit alternatives, including amount of
borrowings available to the Company, payment of credit line and any other
statements, which are not historical facts, are forward-looking statements. Such
statements involve risks and uncertainties, including, but not limited to,
market conditions, satisfaction of closing conditions for the sale of notes, the
Company's ability to obtain, negotiate and enter into a new credit facility, the
terms of other credit alternatives available to the Company, general economic
conditions, ability of lenders to syndicate loans, competition and other factors
detailed in the Company's most recent Form 10-K and other filings with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumption prove incorrect,
actual outcomes may vary materially from those indicated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
-------------- -----------
4.1 Indenture dated December 7, 2001 between the Company and
JPMorgan Chase Bank, as trustee.
4.2 First Supplemental Indenture dated December 7, 2001 between
the Company and JPMorgan Chase Bank, as trustee.
4.3 Form of 5% Convertible Subordinated Note due December 15, 2006
(included in Exhibit 4.2)
4.4 Registration Rights Agreement dated December 7, 2001 between
the Company and Credit Suisse First Boston Corporation.
99.1 Press release of December 4, 2001
3
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.
Date: December 10, 2001 EGL, INC.
By: /s/ ELIJIO V. SERRANO
-----------------------------
Elijio V. Serrano
Chief Financial Officer
4
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Indenture dated December 7, 2001 between the Company and
JPMorgan Chase Bank, as trustee.
4.2 First Supplemental Indenture dated December 7, 2001 between
the Company and JPMorgan Chase Bank, as trustee.
4.3 Form of 5% Convertible Subordinated Note due December 15, 2006
(included in Exhibit 4.2)
4.4 Registration Rights Agreement dated December 7, 2001 between
the Company and Credit Suisse First Boston Corporation.
99.1 Press release of December 4, 2001