UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aramex International Limited
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
G04450 10 5
-----------------------------------------------
(CUSIP Number)
12/31/98
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 13G Page 2 of 6 Pages
------------ --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fadi Ghandour
- --------------------------------------------------------------------------------
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
NUMBER OF |
SHARES | 702,500 shares of Common Stock.
BENEFICIALLY |-------------------------------------------------
OWNED BY | 6 SHARED VOTING POWER
EACH |
REPORTING | 0
PERSON |-------------------------------------------------
WITH | 7 SOLE DISPOSITIVE POWER
|
| 702,500 shares of Common Stock.
|-------------------------------------------------
| 8 SHARED DISPOSITIVE POWER
|
| 0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,321,250 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.27% of shares of Common Stock. See Item 4.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
ITEM 1(a). Name of Issuer:
Aramex International Limited
ITEM 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 3371
Amman 11181 Jordan
<PAGE>
CUSIP No. G04450 10 5 13G Page 3 of 6 Pages
------------ --- ---
ITEM 2(a). Name of Person Filing:
Fadi Ghandour
ITEM 2(b). Address of Principal Business Office or, if None, Residence:
P.O. Box 3371
Amman 11181 Jordan
ITEM 2(c). Citizenship:
Jordan
ITEM 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common Stock").
ITEM 2(e). CUSIP Number:
G04450 10 5
ITEM 3. If this statement is filed pursuant to Rule 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 (15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d-1(b)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(1)(ii)(J).
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1998, Mr. Ghandour may be deemed to beneficially
own 1,321,250 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 December 31, 1998, Mr. Ghandour may be deemed to be the
beneficial owner of an aggregate of 1,321,250 shares of Common Stock,
which constituted approximately 26.27% of the 4,929,688 shares of
Common Stock outstanding as of August 14, 1998 (as reported in the
Company's Notice of Annual Meeting of Shareholders and Proxy
Statement, dated August 14, 1998, SEC File No. 000-29018).
<PAGE>
CUSIP No. G04450 10 5 13G Page 4 of 6 Pages
------------ --- ---
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
702,500 shares of Common Stock. See Item 4(a) above.
(ii) Shared power to vote or direct the vote:
0 shares of Common Stock.
(iii)Sole power to dispose or to direct the disposition of:
702,500 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.
Not Applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE>
CUSIP No. G04450 10 5 13G Page 5 of 6 Pages
------------ --- ---
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose effect.
<PAGE>
CUSIP No. G04450 10 5 13G Page 6 of 6 Pages
------------ --- ---
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
02/13/99
----------------------------------------
(Date)
/s/Fadi Ghandour
----------------------------------------
Fadi Ghandour
