UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

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o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
þ		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

EGL, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The following is a communication sent to employees of EGL, Inc. (the “Company”) on July 18, 2007:

Q & A — Employees EGL — General Questions¹

Specific Questions — Benefits

Specific Questions — Compensation

Specific Questions — Employment

Specific Questions — Stock Compensation & Incentives

38.		Will the plan remain in effect until the transaction is final or will it end on June 30th? What happens to the remaining money in the account?		·		Under the terms of the merger agreement between CEVA and EGL, no new Offering Period will be opened and payroll contributions to the ESPP will end effective June 30, 2007. ESPP participants will soon receive more detailed information in a separate communication.
39.		Will all stock options become 100% vested and immediately cash out when the transaction is finalized?		·		Pursuant to the merger agreement between CEVA and EGL, all outstanding options will vest and be cashed out in connection with the transaction. The administrative process to cash out stock and options will begin immediately after closing.
40.		Will I have the option to remain an EGL shareholder if the merger is approved? How long will it take to receive money from the sale of the stock at the $47.50 price?		·		No. If the merger is approved, your shares of EGL stock will no longer represent equity interests in the company; instead, each share will represent the right to receive the cash merger consideration (unless you properly exercise your dissenters’ rights under Texas law). The administrative process to cash out stock and options will begin immediately after closing.
41.		Because CEVA is a private company, will managers receive any kind of stock options or stake in the new company?		·		CEVA will provide an equity participation program for senior managers. The specifics of the program will be advised in a timely manner.
42.		Does CEVA have a bonus plan and will EGL employees be eligible to participate?		·		CEVA is a performance driven company and rewards its employees accordingly. The incentive program will be similar to the program at EGL and in many cases will be identical.
43.		Does CEVA offer an alternative benefit to the current Employee Stock Purchase Plan?		·		This information will be shared at a later time.
Specific Questions — Integration w/ CEVA
44.		Will CEVA honor all existing contracts with employees, contractors, temporary employees, customers and suppliers as is?		·		There are currently no plans to alter any of these types of contracts. Overall, no major changes are expected going forward.
45.		What is planned for the duplicate administrative departments such as HR, Purchasing, Finance, Marketing, etc? Will there be a consolidation of facilities in locations where there are both EGL and CEVA offices/thermals?		·		Following the completion of the transaction later this year, the newly combined entity will determine the best approach for the organization and communicate any resulting plans in a timely manner. Overall, CEVA expects increased employment opportunities for employees of both organizations as the combined company grows. The Houston office will continue to serve as the global head office of the freight management division and the key administrative departments will continue to support the freight management division as required.

46.		Will the name of the company and the logo change from EGL to CEVA?		·		The name of the company and the brand strategy will be determined by existing CEVA and EGL senior management teams during the transition process.
47.		During the last year we have been building our brand with the introduction of our message and goals. Will we maintain this brand and brand message?		· ·		See #46. You should continue to uphold the EGL brand guidelines until management communicates any necessary change.
48.		What should we be telling our customers and when?		·		You can inform your customers about the planned merger immediately. As the merger information is now being filed with various authorities and subject to shareholder approval, more details will follow after closing of the transaction expected later this year.
49.		Can the company continue to operate as an independent division without CEVA interfering? What safeguards will be implemented to ensure that EGL’s current scope and service offerings are maintained?		·		EGL will operate as a new and separate freight management division of CEVA. The existing management team will remain largely in place upon closing of the merger expected later this year, and CEVA and EGL management will be responsible for the implementation and execution of the strategy of the combined company.
			·		The headquarters of this division will remain at its existing location in Houston, TX.
			·		CEVA is merging with EGL for the inherent strategic value in the combined business. EGL’s existing operations will continue to operate as usual. As always, EGL’s commitment is to provide its customers with the highest level of personal attention and customer service in the industry. This commitment remains unchanged.
50.		Because CEVA’s strength is logistics, will the EGL logistics group immediately be absorbed by the CEVA contract logistics division? If not, what will happen to our logistics operations? Does CEVA foresee any investment in EGL logistics?		·		Following closing of the merger expected later this year, the newly combined entity will determine the best approach for the organization and communicate any resulting plans in a timely manner. CEVA is acquiring EGL for the inherent value they see in the business and for the complementary services EGL brings to its existing activities. CEVA’s ambition is to be the world’s leading logistics provider. The merger of CEVA and EGL fits well into this strategy because the company’s services are a strong complement to CEVA. Together, the companies can offer customers enhanced solutions for integrated supply chain management.
51.		Will our operating procedures change? Will we continue with activities associated with SOX compliance and regulation?		·		Normal business functions should remain the same until closing. The merger of CEVA and EGL remains subject to the approval of relevant authorities and EGL’s shareholders. The completion of the merger is expected to occur in the third quarter of 2007.
52.		If the company name changes will we need to have customers sign new contracts, new POAs, etc?		·		The name of the company and the brand strategy will be determined by existing CEVA and EGL senior management teams during the transition process. If there are any implications in terms of a name change, this will be communicated in a timely manner. All existing contracts and POAs should survive regardless of the brand name.

53.		Will we see a new IT system as a result of the buyout? Will we have one common system where all service info can be captured?		·		CEVA plans to operate EGL as a separate freight management division. As such, no major changes to IT systems are expected. It is too early to comment on any new or additional systems, but CEVA is committed to developing the IT systems of both businesses to offer world-class supply chain solutions to its customers.
54.		Will we continue to move forward with plans for payroll to “go paperless” or is the project on hold?		·		Normal business functions should remain the same until closing which, as mentioned, is expected to occur in the third quarter of 2007. This ‘business as usual’ approach also applies to any ongoing projects, including the go paperless project.

Important Additional Information Regarding the Merger with CEVA Has Been Filed with the SEC:

In connection with the proposed merger transaction (the “Merger”) with CEVA Group Plc and its affiliates (the “CEVA group”), the Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s security holders and other interested parties are also able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032, telephone (281) 618-3100, or from the Company’s website, http://www.eaglegl.com.

The Company and its directors, executive officers and other members of its management and employees as well as the CEVA group may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the definitive proxy statement. Shareholders and investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the Merger.

CAUTIONARY STATEMENTS

The statements included in this filing regarding any transaction with the CEVA group, including the timing thereof, the likelihood that such transaction could be consummated, any future actions by the CEVA group, the effects of any transaction on the Company’s operations or otherwise, and other statements that are not historical facts, are forward-looking statements. These statements involve risks and uncertainties including, but not limited to, market conditions, availability and terms of acquisition financing, satisfaction of closing conditions, actions by management, actions by the CEVA group and other factors detailed in risk factors and elsewhere in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.