EGL INC

election_required = True...ll purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described...

expiry = 2005-09-28...k (Including the Associated Preferred Stock Purchase Rights) At a Purchase Price of Not Greater Than $26.00 Nor Less Than $22.50 Per Share The tender offer, the proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on September 28, 2005, unless the tender offer is extended. EGL, Inc., a Texas corporation, is offering to purchase up to 9,615,000 shares of its common stock, par value $0.001 per share, at a price not greater than $26.00 nor less than $22.50 per share, withou...

listed = True...he tender offer as described in Section 9. The tender offer is subject to certain conditions, including completing our debt financing. See Section 7. The tender offer is not conditioned on any minimum number of shares being tendered. Our shares are quoted and traded on the NASDAQ National Market tier of the NASDAQ Stock Market under the trading symbol “EAGL”. On August 29, 2005, the day that we announced the tender offer, the closing price of the shares on the NASDAQ National Market was $22.63 per share. You are urged to obtain current market quotations for the shares before tendering any of your shares. See Section 8. Our Board of Directors has a...

mechanism = DUTCH...hase additional shares subject to applicable legal requirements. See Section 1. 1 Table of Contents What will be the purchase price for the shares and what will be the form of payment? • We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction”. This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $22.50 to $26.00 per share. See Section 1. • The purchase price will be the lowest price at which, based on the number of shares tendered and the pri...

must_tender_all = True...“Letter to Participants in EGL’s Employee Stock Purchase Plan” sent to them separately. See Section 4. In what order will you purchase the tendered shares? • First, we will purchase shares from all holders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration of the tender offer. • Second, subject to the conditional tender provisions described in Section 6, we will purchase shares from all other shareholders who properly tender shares at or below the purchase price selected by us and do not p...

price = USD 22.5-26.0...fied “Dutch Auction”. This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $22.50 to $26.00 per share. See Section 1. • The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase 9,615,000 shares, or such...

threshold = 100...the shares conditionally tendered will be purchased even though those shares were tendered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price selected by us by any person who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the odd lot preference, an odd lot holder must tender all shares owned in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the...

txn_type = TENDER_OFFEREX-99.A1.I 2 h28288exv99wa1wi.htm OFFER TO PURCHASE exv99wa1wi Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by EGL, INC. of Up to 9,615,000 Shares of its Common Stock (Including the Associated Preferred Stock Purchase Rights) At a Purchase Price of Not Greater Than $26.00 Nor Less Than $22.50 Per Share The tender offer, the proration period and withdrawal rights will exp...