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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 24, 1994
Date of Report (Date of earliest event reported)
THE HARPER GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-8664 94-1740320
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
260 Townsend Street, San Francisco, California 94107-0933
(Address of principal executive officers) (Zip Code)
(Registrant's telephone number, including area code):
(415)978-0600
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Item 5. Other Events.
On October 24, 1994, the Board of Directors of The
Harper Group, Inc., (the "Company") declared a dividend of
one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share,
of the Company (the "Common Shares"). The dividend is
payable on November 7, 1994 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-
hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Series A
Preferred Shares") of the Company at a price of $53.00 per
one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement, dated as of
October 24, 1994 (the "Rights Agreement") between the Company
and Chemical Trust Company of California, as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) a public
announcement by the Company that (a) a person or group of
affiliated or associated persons have acquired beneficial
ownership of 20% or more of the outstanding Common Shares or
(b) a person or group of affiliated or associated persons has
been determined to be an Adverse Person (as defined below)
(in either case, an "Acquiring Person") or (ii) ten business
days (or such later date as may be determined by action of
the Board of Directors prior to such time as any person or
group of affiliated or associated persons becomes an
Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of
the outstanding Common Shares (the earlier of the dates
referred to in clause (i) and (ii) being called the
"Distribution Date"), the Rights will be evidenced with
respect to any of the Common Share certificates outstanding
as of the Record Date, by such Common Share certificate
together with a copy of a Summary of Rights to Purchase
Preferred Shares substantially in the form of Exhibit C to
the Rights Agreement.
As set forth in the Rights Agreement, an "Adverse
Person" means any person declared to be an Adverse Person by
the Board of Directors of the Company upon a determination
that such Person, alone or together with such person's
affiliates and associates, has become the beneficial owner of
a number of Common Shares that the Board of Directors
determines to be substantial (which amount shall in no event
be less than 10% of the Common Shares then outstanding) and a
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determination by the Board of Directors after reasonable
inquiry and investigation, including consultation with such
Persons as the Board of Directors shall deem appropriate,
that (i) such beneficial ownership by such person is intended
to cause the Company to repurchase the Common Shares
beneficially owned by such Person or to cause pressure on the
Company to take action or enter into a transaction or series
of transactions intended to provide such Person with short-
term financial gain under circumstances where the Board of
Directors determines that the best long-term interest of the
Company, its subsidiaries and its stockholders would not be
served by taking such action or entering into such
transaction or series of transactions at that time or (ii)
such beneficial ownership is causing or reasonably likely to
cause a material adverse impact on the business or prospects
of the Company, its subsidiaries and its stockholders.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuances of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates")
will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on October 24,
2004 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of
Series A Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Shares, (ii) upon
the grant to holders of the Series A Preferred Shares of
certain rights or warrants to subscribe for or purchase
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Series A Preferred Shares at a price, or securities
convertible into Series A Preferred Shares with a conversion
price, less than the then-current market price of the Series
A Preferred Shares or (iii) upon the distribution to holders
of the Series A Preferred Shares of evidence of indebtedness
or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in
Series A Preferred Shares) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights are also subject
to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivision, consolidations or combinations
of the Common Shares occurring, in any such case, prior to
the Distribution Date.
Because of the nature of the Series A Preferred
Shares dividend, liquidation and voting rights, the value of
the one one-hundredth interest in a Series A Preferred Share
purchasable upon exercise of each Right should approximate
the long-term value of one Common Share.
In the event that the Board of Directors determines
that any person or group of affiliated or associated persons
has become an Acquiring Person, proper provision is required
to be made so that each holder of a Right, other than the
Acquiring Person (whose Rights will become void), will
thereafter have the right to receive upon exercise of the
Right, at its then current exercise price, that number of
Common Shares having a market value of two times the exercise
price of the Right.
In the event that, after a person or group has been
determined by the Board of Directors to have become an
Acquiring Person, the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper
provision is required to be made so that each holder of a
Right (other than an Acquiring Person, whose Rights will have
become void) will thereafter have the right to receive, upon
the exercise of the Right at its then current exercise price,
that number of shares of common stock of the person with whom
the Company has engaged in the foregoing transaction which at
the time of such transaction have a market value of two times
the exercise price of the Right.
At any time after the determination of the Board of
Directors that any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
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Rights owned by such person or group, which will have become
void), in whole or in part, for Common Shares or Series A
Preferred Shares at an exchange ratio of one Common Share, or
one one-hundredth of a Series A Preferred Share (or of a
share of a class or series of the Company' preferred stock
having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Series A Preferred Shares will be issued (other
than fractions which are integral multiples of one one-
hundredth of a Series A Preferred Share, which may, at the
election of the Company, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based
on the market price of the Series A Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the time that the Company
announces that an Acquiring Person has become such, the Board
of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive
the Redemption Price.
For so long as the Rights are then redeemable, the
Company may amend the Rights in any manner other than to
change the Redemption Price or provide for an earlier Final
Expiration Date. After the Rights are no longer redeemable
the Company may amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
The Rights have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors.
The form of Rights Agreement between the Company
and the Rights Agent, which includes as Exhibit A thereto the
Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit B
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thereto the Form of Right Certificate and as Exhibit C
thereto a Summary of Rights to Purchase Preferred Shares, are
attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is
qualified in its entirety by reference to such Exhibits.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
1. Rights Agreement dated as of November 24, 1994
between Harper Group, Inc. and Chemical Trust Company of
California, as Rights Agent, which includes as Exhibit A
thereto the Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock, as
Exhibit B thereto the Form of Right Certificate and as
Exhibit C thereto a Summary of Rights to Purchase Preferred
Shares. (Exhibit to the Registrant's Form 8-A filed
October 24, 1994; incorporated herein by reference).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Dated: October 28, 1994 THE HARPER GROUP, INC.
(Registrant)
By: Robert H. Kennis, Signature
Vice President and
Secretary
