UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGL, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.001 per share
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(TITLE OF CLASS OF SECURITIES)
268484 10 2
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(CUSIP NUMBER)
James Westra, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street
34th Floor
Boston, MA 02110
(617) 772-8300
R. Jay Tabor, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300
Dallas, Texas 75201
(214) 746-7700
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
January 22, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 268484 10 2 13D Page 2 of 14
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1 NAME OF REPORTING PERSON: JAMES R. CRANE
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 7,186,563
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 3,000
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 7,182,063
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 7,189,563 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [__]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.63%
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14 TYPE OF REPORTING PERSON: IN
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(1) Includes 30,000 shares held by the James R. Crane Charitable Foundation, and
87,000 options fully vested or vesting by March 22, 2007, and 3,000 shares of
EGL Common Stock held in separate 1,500 share joint tenancies with Crystal Crane
and Jared Crane, respectively.
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CUSIP No. 268484 10 2 13D Page 3 of 14
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1 NAME OF REPORTING PERSON: E. JOSEPH BENTO
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 91,469
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 88,469
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 91,469 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.22%
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14 TYPE OF REPORTING PERSON: IN
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(1) Includes 79,334 options fully vested or vesting by March 22, 2007
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CUSIP No. 268484 10 2 13D Page 4 of 14
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1 NAME OF REPORTING PERSON: RONALD E. TALLEY
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 27,804
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 24,804
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 27,804 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.07%
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14 TYPE OF REPORTING PERSON: IN
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(1) includes 23,334 options fully vested or vesting by March 22, 2007
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CUSIP No. 268484 10 2 13D Page 5 of 14
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1 NAME OF REPORTING PERSON: GREG WEIGEL
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 32,754
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 31,100
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 32,754 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.08%
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14 TYPE OF REPORTING PERSON: IN
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(1) includes 30,267 options fully vested or vesting by March 22, 2007
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CUSIP No. 268484 10 2 13D Page 6 of 14
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1 NAME OF REPORTING PERSON: KEITH WINTERS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 18,403
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 16,903
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 18,403 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.05%
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14 TYPE OF REPORTING PERSON: IN
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(1) Includes 16,067 options fully vested or vesting by March 22, 2007
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CUSIP No. 268484 10 2 13D Page 7 of 14
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1 NAME OF REPORTING PERSON: VITTORIO FAVATI
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF UNITED STATES
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 80,877
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 77,877
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 80,877 (1)
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.20%
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14 TYPE OF REPORTING PERSON: IN
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(1) Includes 48,334 options fully vested or vesting by March 22, 2007
SCHEDULE 13D
EXPLANATORY NOTES: As described in the Proposal Letter discussed in Item 4
below, the Reporting Persons, along with investment funds affiliated with
General Atlantic LLC ("General Atlantic") are participants in the Proposal (as
defined in Item 4).
As a result of the matters described in Item 4 below, the Reporting
Persons may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act") together
with General Atlantic. As a result, the Reporting Persons may be deemed to
beneficially own any shares of common stock, par value $0.001 per share, of EGL,
Inc. ("EGL Common Stock") that may be beneficially owned by such persons. Each
of the Reporting Persons hereby disclaim beneficial ownership of any EGL Common
Stock that may be beneficially owned by the other Reporting Persons.
ITEM 1. SECURITY AND ISSUER
The class of equity to which this Schedule 13D relates is EGL Common
Stock.
EGL, Inc. (the "Issuer") is a Texas corporation with its principal
executive offices located at 15350 Vickery Drive, Houston, Texas 77032.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b) This Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"): (1) James R. Crane
("Mr. Crane"), (2) E. Joseph Bento ("Mr. Bento"), (3) Ronald E. Talley ("Mr.
Talley"), (4) Gregory Weigel ("Mr. Weigel"), (5) Keith Winters ("Mr. Winters"),
and (6) Vittorio Favati ("Mr. Favati"). A Joint Filing Agreement among the
Reporting Persons is attached hereto as Exhibit 7.01.
The business address of each of the Reporting Persons is 15350 Vickery
Drive, Houston, Texas 77032.
(c) The present principal occupation of Mr. Crane is Chairman of the Board
and Chief Executive Officer of the Issuer and certain of its affiliates. The
present principal occupation of Mr. Bento is President of North America and
Chief Marketing Officer of the Issuer and certain of its affiliates. The present
principal occupation of Mr. Talley is Chief Operating Officer and President,
SCG, the Select Carrier Group, of the Issuer and certain of its affiliates. The
present principal occupation of Mr. Weigel is Executive Vice President, Global
Transportation of the Issuer and certain of its affiliates. The present
principal occupation of Mr. Winters is Executive Vice President of the Issuer
and certain of its affiliates. The present principal occupation of Mr. Favati is
President-International of the Issuer and certain of its affiliates.
(d) and (e) During the last five years, none of the Reporting Persons has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
Page 8 of 14
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons are United States citizens. ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of EGL Common Stock that each of the Reporting Persons
beneficially own were acquired through open market purchases using personal or
other funds, through each of such person's service as an officer, director or
member of management of the Issuer or through purchases in private transactions.
With respect to the proposed transaction described in Item 4 of this
Schedule 13D (which Item 4 is incorporated herein by reference), the Reporting
Persons estimate that the amount of funds necessary to consummate the
transaction would consist of the following: (i) up to approximately $1.125
billion of debt that would be incurred in connection with the transaction as
further described in Item 4 and the Proposal Letter and the Debt Financing
Letters (each as defined in Item 4) and (ii) equity financing to be provided by
the Reporting Persons and General Atlantic in cash or through the rollover of
EGL Common Stock.
The information set forth in response to this Item 3 is qualified in its
entirety by reference to the Proposal Letter and the Debt Financing Letters,
which are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
As set forth in a letter dated January 2, 2007 (the "Proposal Letter"),
Mr. Crane and General Atlantic have submitted to the Issuer's Board of Directors
(the "Board of Directors") a proposal to acquire all of the outstanding EGL
Common Stock (the "Proposal"), except for certain shares of EGL Common Stock
held by the Reporting Persons and expected to be rolled-over in the acquisition.
Each of the Reporting Persons intend to participate in the Proposal. A copy of
the Proposal Letter is being filed herewith as Exhibit 7.02.
The Proposal contemplates that the transaction would be effected through a
merger of a new acquisition corporation to be formed by the Reporting Persons
and General Atlantic ("Acquisition Corp.") with and into the Issuer. Mr. Crane
intends to roll-over all of his EGL Common Stock in the acquisition. The other
Reporting Persons intend to roll-over all or a substantial portion of their EGL
Common Stock in the acquisition. The EGL Common Stock of the Reporting Persons
that would be rolled-over in the acquisition would be contributed to a parent
entity of Acquisition Corp. immediately prior to the merger in exchange for
equity interests in such parent entity. All of the other EGL Common Stock
(including the shares of EGL Common Stock held by the Reporting Persons and not
contributed to the parent entity of Acquisition Corp. as described above) would
be converted into the right to receive a cash payment equal to $36.00 per share
(the "Offer Price"). If such merger is consummated, the EGL Common Stock will no
longer be traded on the NASDAQ Stock Market and the registration of the EGL
Common Stock under Section 12 of the Exchange Act will be terminated. The Board
of Directors has formed a special committee of independent directors (the
Page 9 of 14
"Special Committee") to consider the terms of the Proposal and to recommend to
the Board of Directors whether to approve the Proposal.
On January 2, 2007, a press release related to the Proposal was issued by
Mr. Crane and General Atlantic. A copy of the press release is being filed
herewith as Exhibit 7.03.
To finance the Proposal, Mr. Crane and General Atlantic have received
letters from Banc of America Securities LLC, Goldman Sachs Credit Partners L.P.
and Merrill Lynch, Pierce, Fenner and Smith Incorporated, stating that such
entities are "highly confident" that they can obtain the required debt financing
(the "Debt Financing Letters"). Copies of the Debt Financing Letters were
furnished to the Board of Directors in connection with the Proposal and are
being filed herewith as Exhibit 7.04, Exhibit 7.05 and Exhibit 7.06. The equity
financing for the transaction would be provided by the Reporting Persons and
General Atlantic through cash investment or the roll-over of EGL Common Stock.
The Reporting Persons expect that executed debt and equity commitment letters
will be delivered from their financing sources prior to the execution of
definitive agreements related to the proposed merger.
Except as otherwise provided herein, with respect to the Proposal or any
matters related thereto, the Reporting Persons' intent is to be purchasers of
shares of EGL Common Stock of the Issuer not already owned by them and not
sellers of shares of EGL Common Stock owned by them.
The foregoing is a summary of the Proposal and should not be construed as
an offer to purchase shares of EGL Common Stock. A proxy statement will be
distributed to shareholders of the Issuer if and when definitive documentation
is entered into by the Issuer and all other appropriate parties. Shareholders
should read the Issuer's proxy statement and other relevant documents regarding
the Proposal filed with the SEC when they become available because they will
contain important information relevant to the decision to approve the proposed
merger. Shareholders will be able to receive these documents (when they become
available), as well as other documents filed by the Reporting Persons or their
respective affiliates with respect to the Proposal and the proposed merger, free
of charge at the SEC's web site, www.sec.gov.
Other than as set forth herein or in the Proposal Letter and the Debt
Financing Letters, the Reporting Persons have no plans or proposals that relate
to or would result in any of the events set forth in Items 4(a) through (j) of
Schedule 13D. However, if the Proposal is not consummated for any reason, the
Reporting Persons intend to review continuously the Issuer's business affairs,
capital needs and general industry and economic conditions, and, based on such
review, the Reporting Persons may, from time to time, determine to increase
their respective ownership of EGL Common Stock, approve an extraordinary
corporate transaction with regard to the Issuer or engage in any of the events
set forth in Items 4(a) through (j) of Schedule 13D, but, except as otherwise
provided herein, the Reporting Persons currently have no intention of selling
any shares of EGL Common Stock.
No guarantees can be given that the proposed merger will be consummated.
No binding obligation on the part of the Issuer or any of the Reporting Persons
or General Atlantic shall arise with respect to the proposed merger unless and
until mutually acceptable definitive documentation has been executed and
delivered.
Page 10 of 14
The information set forth in response to this Item 4 is qualified in its
entirety by reference to the Proposal Letter and the Debt Financing Letters,
which are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The respective percentages set forth below are based on
40,704,192 shares of EGL Common Stock outstanding as of January 10, 2007 and the
respective options beneficially held by each Reporting Person, as appropriate.
By virtue of the relationships among the Reporting Persons described
herein, the Reporting Persons may be deemed to constitute a "group" within the
meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each
Reporting Person may be deemed to beneficially own the EGL Common Stock
beneficially owned by the members of the group as a whole. As of January 22,
2007, the Reporting Persons beneficially owned in the aggregate 7,440,870 shares
of EGL Common Stock, which represents approximately 18.15% of the outstanding
EGL Common Stock, including beneficial ownership of derivative Shares of EGL
Common Stock vesting by March 22, 2007. Each of the Reporting Persons expressly
disclaims beneficial ownership of such shares held by any other members of such
group.
Mr. Crane has direct beneficial ownership of 7,189,563 shares of EGL
Common Stock. This number includes the following: (i) options to purchase 87,000
shares currently exercisable or exercisable within 60 days of January 22, 2007;
(ii) 30,000 shares of EGL Common Stock Mr. Crane beneficially owns as a result
of his affiliation with the James R. Crane Charitable Foundation; (iii) 4,500
shares of EGL Common Stock that carry a disposition restriction; and (iv) 3,000
shares of EGL Common Stock held in separate 1,500 share joint tenancies with
Crystal Crane and Jared Crane, respectively. Mr. Crane disclaims any and all
beneficial or pecuniary interests in such 33,000 shares described in (ii) and
(iv) above. Altogether, these 124,500 shares, together with the 7,065,063 shares
of unrestricted EGL Common Stock for which Mr. Crane has direct beneficial
ownership, total 7,189,563 shares and represent approximately 17.63% of the
outstanding EGL Common Stock.
Mr. Bento has direct beneficial ownership of 91,469 shares of EGL Common
Stock, which represents approximately 0.22% of the outstanding EGL Common Stock.
The aggregate number set forth above includes: (i) options to purchase 79,334
shares currently exercisable or exercisable within 60 days of January 22, 2007;
and (ii) 3,000 shares of EGL Common Stock that carry a disposition restriction.
Mr. Talley has direct beneficial ownership of 27,804 shares of EGL Common
Stock, which represents approximately 0.07% of the outstanding EGL Common Stock.
The aggregate number set forth above includes: (i) options to purchase 23,334
shares currently exercisable or exercisable within 60 days of January 22, 2007;
and (ii) 3,000 shares of EGL Common Stock that carry a disposition restriction.
Mr. Weigel has direct beneficial ownership of 32,754 shares of EGL Common
Stock, which represents approximately 0.08% of the outstanding EGL Common Stock.
The aggregate number set forth above includes: (i) options to purchase 30,267
Page 11 of 14
shares currently exercisable or exercisable within 60 days of January 22, 2007;
(ii) 1,654 shares of EGL Common Stock that carry a disposition restriction.
Mr. Winters has direct beneficial ownership of 18,403 shares of EGL Common
Stock, which represents approximately 0.05% of the outstanding EGL Common Stock.
The aggregate number set forth above includes: (i) options to purchase 16,067
shares currently exercisable or exercisable within 60 days of January 22, 2007;
(ii) 1,500 shares of EGL Common Stock that carry a disposition restriction.
Mr. Favati has direct beneficial ownership of 80,877 shares of EGL Common
Stock, which represents approximately 0.20% of the outstanding EGL Common Stock.
The aggregate number set forth above includes: (i) options to purchase 48,334
shares currently exercisable or exercisable within 60 days of January 22, 2007;
(ii) 3,000 shares of EGL Common Stock that carry a disposition restriction.
The Cover Pages of this Schedule 13D are incorporated herein by reference.
(c) Except as set forth herein, the Reporting Persons have not effected
any transactions in EGL Common Stock in the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Items 3 and 4 of this Schedule 13D are incorporated herein by reference.
The information set forth in response to this Item 6 is qualified in its
entirety by reference to the Proposal Letter and the Debt Financing Letters,
which are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01. Joint Filing Agreement by and among the Reporting
Persons, dated as of January 22, 2007.
Exhibit 7.02. Proposal Letter to the Board of Directors of EGL, Inc.,
dated January 2, 2007.
Exhibit 7.03. Press Release, dated January 2, 2007.
Exhibit 7.04 Debt Financing Highly Confident Letter, dated January 1,
2007, from Banc of America Securities LLC.
Exhibit 7.05 Debt Financing Highly Confident Letter, dated January 1,
2007, from Goldman Sachs Credit Partners L.P.
Page 12 of 14
Exhibit 7.06 Debt Financing Highly Confident Letter, dated December
28, 2006, from Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Page 13 of 14
Signatures
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, such person certifies that the information set forth in this
Schedule 13D with respect to such person is true, complete and correct.
Dated: January 22, 2007
/s/ JAMES R. CRANE
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JAMES R. CRANE
/s/ E. JOSEPH BENTO
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E. JOSEPH BENTO
/s/ RONALD E. TALLEY
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RONALD E. TALLEY
/s/ GREGORY WEIGEL
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GREGORY WEIGEL
/s/ KEITH WINTERS
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KEITH WINTERS
/s/ VITTORIO FAVATI
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VITTORIO FAVATI