================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILIED PURSUANT TO 13d-2(b)
(Amendment No. 1)1
Aramex International Limited
-----------------------------------
(Name of Issuer)
Common Stock
-----------------------------------
(Title of Class of Securities)
G04450 10 5
-----------------------------------
(CUSIP Number)
1 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 the disclosures provided in a prior cover page.
The information required in 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).
================================================================================
<PAGE>
CUSIP No. G04450 10 5 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Fadi Ghandour
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
- --------------------------------------------------------------------------------
(5) SOLE VOTING POWER
718,750 shares of Common Stock
------------------------------------------------------
NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED 0
BY EACH ------------------------------------------------------
REPORTING PERSON (7) SOLE DISPOSITIVE POWER
WITH 718,750 shares of Common Stock
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0 (See Item 4(c)(iv))
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,500 shares of Common Stock
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
| |
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.6% of shares of Common Stock
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. G04450 10 5 Page 3 of 6 Pages
Item 1. (a) Name of Issuer:
Aramex International Limited
(b) Address of Issuer's Principal Executive Offices:
P.O. Box 3371
Amman 11181 Jordan
Item 2. (a) Name of Person Filing:
Fadi Ghandour
(b) Address of Principal Business Office:
P.O. Box 3371
Amman 11181 Jordan
(c) Citizenship:
Jordan
(d) Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common Stock").
(e) CUSIP Number:
G04450 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) | | Broker or Dealer registered under Section 15 of the Act
(b) | | Bank as defined in section 3(a)(6) of the Act
(c) | | Insurance Company as defined in section 3(a)(19) of the
Act
(d) | | Investment Company registered under section 8 of the
Investment Company Act
(e) | | Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) | | Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) | | Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) | | Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
<PAGE>
CUSIP No. G04450 10 5 Page 4 of 6 Pages
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide
the following information as of that date and identify those shares
which there is a right to acquire.
(a) Amount Beneficially Owned:
As of May 13, 1998, Mr. Ghandour may be deemed to
beneficially own 1,337,500 shares of Common Stock, which
includes 618,750 shares of Common Stock owned by Mr. Ghandour's
spouse, Ms. Rula Ghandour and 100,000 shares of Common Stock
issuable upon exercise of ten year, non-qualified options at an
exercise price of $7.00, held by Mr. Ghandour.
(b) Percent of Class:
As of May 13, 1998, Mr. Ghandour may be deemed to be the
beneficial owner of an aggregate of 1,337,500 shares of Common
Stock, which constituted approximately 26.6% of the 4,929,688
shares of Common Stock outstanding as of May 13, 1998.
(Reflects the completion of the public offering of 1,000,000
shares of the Company's Common Stock, 500,000 shares of which
were offered by the Company, 250,000 shares of which were
offered by Mr. William S. Kingson, 125,000 shares of which were
offered by Mr. Fadi Ghandour and 125,000 shares of which were
offered by Ms. Rula Ghandour. Does not give effect to the
underwriters' over-allotment option to purchase an additional
75,000 shares from Mr. Kingson, 37,500 shares from Mr. Ghandour
and 37,500 shares from Ms. Ghandour, such option to expire on
June 5, 1998. See the Company's Registration Statement on Form
F-1, File No. 333-49841.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
718,750 shares of Common Stock. See Item 4(a) above.
(ii) shared power to vote or to direct the vote:
0 shares of Common Stock.
(iii) sole power to dispose or to direct the disposition of:
718,750 shares of Common Stock. See Item 4(a) above.
(iv) shared power to dispose or to direct the disposition of:
0 shares of Common Stock.
Mr. William Kingson, Mr. Fadi Ghandour and Ms. Rula
Ghandour have entered into a Shareholders Agreement with
Airborne Freight Corporation ("Airborne") which among
other things provides (i) if Aramex International Limited
(the "Company") transfers any shares of its Common Stock
to listed competitors to Airborne or any other company
primarily engaged in air, freight or in express
shipments, Airborne has the right to sell all of its
shares of Common Stock to the Company on the same terms
and conditions as the sale to such other company, and
(ii) if Messrs. Kingson and Ghandour or Ms. Rula Ghandour
transfer any shares of Common Stock to certain listed
competitors to Airborne or any other company primarily
engaged in the transportation of air, freight or air
express shipments, it shall be a condition to such
transfer that Airborne shall be offered the right to sell
to such competitor all of its shares of Common Stock on
the same terms and conditions as the sale by Messrs.
Kingson and Ghandour or Ms. Ghandour.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following | |.
Not Applicable.
<PAGE>
CUSIP No. G04450 10 5 Page 5 of 6 Pages
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940, or the
beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of the relevant subsidiary.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identity of each member of the group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to the transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Not Applicable.
Item 10. Certification.
The following certfication shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Not Applicable.
<PAGE>
CUSIP No. G04450 10 5 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I/we
certify that the information set forth in this statement is true, complete and
correct.
Date: 05/20/98
---------------------------
Signature: /s/ Fadi Ghandour
---------------------------
Name: Fadi Ghandour
---------------------------
