<PAGE>
As filed with the Securities and Exchange Commission on December 10,1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
THE HARPER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 4712 94-1740320
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification
incorporation or classification number)
organization) code number)
260 Townsend Street, San Francisco, California 94107-0933
(415) 978-0600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Peter Gibert
The Harper Group, Inc.
260 Townsend Street
San Francisco, California 94107-0933
(415) 978-0600
(Name, address, including zip code, and telephone number
including area code, of agent for service)
with copies of all orders, notices and communications to:
John F. Seegal
Orrick, Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
____________________
If the only securities registered on this Form are being offered in
connection with the formation of a holding company and there is
compliance with general Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering aggregate fee
be registered(1) price per offering
share (2) price (2)
Common Stock 500,000 $23.50 $11,750,000 $4,052
(1) This Registration Statement also registers all of such securities
for resale.
(2) Estimated solely for purpose of calculating the registration fee
and based on the closing price of the Common Stock on the NASDAQ
National Market System on December 4, 1996.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
THE HARPER GROUP, INC.
Cross-Reference Sheet Showing Location in Prospectus
of Information Required by Form S-4
Registration Statement Item Location in Prospectus
--------------------------- ----------------------
A. Information About the Transaction
1. Forepart of Registration Statement Front Cover Page
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Inside Front and
Pages of Prospectus Outside Back Cover
Pages; Available
Information;
Incorporation
of Certain
Information by
Reference
3. Risk Factors, Ratio of Earnings to Incorporation of
Fixed Charges and Other Information Certain Information by
Reference; the Company;
Selected Financial Data
4. Terms of the Transaction Not Applicable
5. Pro Forma Financial Information Not Applicable
6. Material Contacts with the Company Not Applicable
Being Acquired
7. Additional Information Required for Outstanding Securities
Reoffering by Persons and Parties Covered by this
Deemed to be Underwriters Prospectus
8. Interests of Named Experts and Counsel Not Applicable
9. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
B. Information about the Registrant
10. Information with Respect to S-3 Incorporation of
Registrants Certain Information
by Reference
11. Incorporation of Certain Information Incorporation of
By Reference Certain Information
by Reference
12. Information with Respect to S-2 or Not Applicable
S-3 Registrants
13. Incorporation of Certain Information Not Applicable
By Reference
14. Information with Respect to Registrants Not Applicable
Other than S-2 or S-3 Registrants
C. Information About the Company Being Acquired
15. Information with Respect to S-3 Not Applicable
Companies
16. Information with Respect to S-2 or Not Applicable
S-3 Companies
17. Information with Respect to Companies Not Applicable
Other than S-2 or S-3 Companies
D. Voting and Management Information
18. Information If Proxies, Consents or Not Applicable
Authorizations are to be Solicited
19. Information If Proxies, Consents or Not Applicable
Authorizations are not to be Solicited
or in an Exchange Offer
<PAGE> 1
SUBJECT TO COMPLETION, DATED DECEMBER 9, 1996
500,000 Shares of Common Stock
THE HARPER GROUP, INC.
The Harper Group, Inc. (the "Company") is registering 500,000
shares of Common Stock (the "Common Stock") which are being offered and
sold by the Company in connection with the acquisition of businesses or
assets of or interests in businesses that are engaged in international
trade.
It is anticipated that the consideration for acquisitions will
consist of shares of Common Stock, cash, notes or other evidences of
debt, guarantees, assumption of liabilities or a combination thereof, as
determined from time to time by negotiations between the Company and the
owners or controlling persons of the businesses or assets to be
acquired. In addition, the Company may lease property from and enter
into management agreements and consulting and noncompeting agreements
with the former owners and key executive personnel of the businesses to
be acquired.
The terms of an acquisition will be determined by negotiations
between the Company's representatives and the owners or controlling
persons of the business or assets to be acquired. Factors taken into
account in acquisitions include the established quality and reputation
of the business and its management, the strategic fit with the Company,
earning power, cash flow, growth potential, locations of the business to
be acquired and the market value of the Common Stock of the Company when
pertinent. It is anticipated that shares of Common Stock issued in any
such acquisition will be valued at a price reasonably related to the
current market value of the Common Stock, either at the time the terms
of the acquisition are tentatively agreed upon, or at or about the time
of closing, or during the period or periods prior to delivery of the
shares.
It is not expected that underwriting discounts or commissions
will be paid by the Company except that finders fees may be paid to
persons from time to time in connection with specific acquisitions. Any
person receiving any such fees may be deemed to be an Underwriter within
the meaning of the Securities Act of 1933.
The Common Stock is traded on the NASDAQ National Market System
under the symbol "HARG." The closing price of the Common Stock as
reported by NASDAQ/NMS on December 4, 1996 was $23.50.
This Prospectus may also be used in a registered resale, with
the Company's prior consent, by persons who have received or will
receive shares of Common Stock in connection with acquisitions and who
wish to offer and sell such securities in transactions in which they may
be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended. Such sales may be made in the over-the-counter market
or in privately negotiated transactions. The Company may require that
any resales by means of this Prospectus be effected in an organized
manner through securities dealers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 9, 1996
<PAGE> 2
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by persons who
may receive from the Company Common Stock covered by the Registration
Statement in acquisitions and who may be entitled to offer such Common
Stock under circumstances requiring the use of a Prospectus (such
persons being referred to under this caption as "Stockholders");
provided, however, that no Stockholder will be authorized to use this
Prospectus for any offer of such Common Stock without first obtaining
the consent of the Company. The Company may consent to the use of this
Prospectus for a limited period of time by the Stockholders and subject
to limitations and conditions which may be varied by agreement between
the Company and the Stockholders. Resales of such shares may be made in
the over-the-counter market or in privately negotiated transactions.
Agreements with Stockholders permitting use of this Prospectus
may provide that any such offering be effected in an orderly manner
through securities dealers, acting as broker or dealer, selected by the
Company; that Stockholders enter into custody agreements with one or
more banks with respect to such shares; and that sales be made only by
one or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required. The Stockholders
may be deemed to be underwriters within the meaning of the Securities
Act of 1933.
When resales are to be made through a broker or dealer selected
by the Company, it is anticipated that a member firm of the New York
Stock Exchange may be engaged to act as the Stockholders' agent in the
sale of shares by such Stockholders. It is anticipated that the
commission paid to the member firm will be the normal stock exchange
commission (including negotiated commissions to the extent permissible).
Sales of shares by the member firm may be made in the over-the-counter
market from time to time at prices related to prices then prevailing.
Any such sales may be by block trade. Any such member firm may be
deemed to be an underwriter within the meaning of the Securities Act of
1933 and any commissions earned by such member firm may be deemed to be
underwriting discounts and commissions under such Act.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission in Washington, D.C. and at the
Regional Offices of the Commission at 75 Park Place, 14th Floor, New
York, New York 10007; and Northwestern Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates from Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration
statement on Form S-4 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
under the Securities Exchange Act of 1934 are hereby incorporated by
reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) The Company's Periodic Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The description of the Company's capital stock in the
Company's Registration Statement on Form 8-A which was declared
effective on June 22, 1977.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of filing of the Company's 1995 Annual Report on Form 10-K
referred to above and prior to the termination of the offering of
securities offered hereby shall be deemed to be incorporated by
reference and to be a part of this prospectus from the date of filing of
such documents.
The Company will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates.)
Written or oral requests should be directed to Chief Financial Officer,
The Harper Group, Inc., 260 Townsend Street, San Francisco, CA 94107-
0933.
COMMON STOCK AND DIVIDEND DATA
The Company's Common Stock is traded on the NASDAQ National
Market System. As of September 30, 1996, there were approximately 385
holders of record of the Company's Common Stock.
The table below shows the reported high and low sales prices in
the over-the-counter market as reported by NASDAQ/NMS for the fiscal
periods indicated.
<PAGE> 4
HIGH LOW
---------- -----------
Fiscal 1994
- -----------
First Quarter $ 15 3/4 $ 13
Second Quarter 16 1/4 12 1/2
Third Quarter 17 13 3/8
Fourth Quarter 18 1/4 15
Fiscal 1995
- -----------
First Quarter $ 19 1/2 $ 16 1/2
Second Quarter 20 16 1/4
Third Quarter 20 15
Fourth Quarter 18 15 1/8
Fiscal 1996
- -----------
First Quarter $ 19 1/4 $ 16 1/2
Second Quarter 23 17
Third Quarter 21 7/8 18 1/2
Fourth Quarter (through
December 4, 1996) 25 3/4 20 1/2
On December 4, 1996, the last reported sale price of the Common
Stock on the Nasdaq National Market was $23.50.
The Company paid semiannual dividends in the amount of $.11 per
share in December 1994, June 1995 and December 1995. In March 1996, the
Company paid a semiannual dividend of $.11 per share and in August,
1996, the Company paid a semiannual dividend of $.12 per share.
THE COMPANY
The Harper Group, Inc. ("the Company") is a leader in providing
transportation and logistics services for the international movement of
goods and the furnishing of value-added information and inventory
management services to customers worldwide. The Company is principally
engaged in international air and ocean freight forwarding, customs
brokerage, and integrated logistics. The Company provides value-added
services in addition to those customarily provided by traditional air
freight forwarders, ocean freight forwarders and customs brokers. These
services are designed to provide global logistics solutions for
customers in order to reduce customers' inventories, enhance their
profitability and provide them with more efficient and effective
international transportation strategies.
The Company commenced operations in 1898, was incorporated in
California in 1970, and reincorporated in Delaware in 1987. Its
operating subsidiaries in the United States included Circle Airfreight
Corporation, Inc., its principal international air freight forwarding
subsidiary, Harper Robinson & Co., Inc., its principal international
ocean freight and customs brokerage subsidiary; Max Gruenhut
International, Inc., a full service air/ocean import and export firm;
and Darrell J. Sekin and Co. ("Sekin"), a full service firm engaged in
air and ocean freight forwarding and customs brokerage.
Effective January 1, 1994, Circle Airfreight Corporation, Inc.
and Max Gruenhut International, Inc. were merged into Harper Robinson &
Co., Inc., which was renamed Circle International, Inc.
Internationally, the Company continues to operate a number of
subsidiaries under the names "Circle Freight International" and "Max
Gruenhut". Where appropriate, the name "Circle International" will be
utilized overseas as well. Unless the context otherwise requires,
references to the Company or Harper include The Harper Group, Inc. and
its subsidiaries.
<PAGE> 5
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be
offered and issued by the Company from time to time in the acquisition
of other businesses or properties. Other than the businesses or
properties acquired, there will be no proceeds to the Company from these
offerings.
<PAGE> 6
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock
of the Company consists of 40,000,000 shares of Common Stock ("Common
Stock") and 1,000,000 shares of Preferred Stock ("Preferred Stock").
Common Stock
At September 30, 1996, there were 15,855,254 shares of Common
Stock outstanding held of record by 385 shareholders. Holders of shares
of Common Stock are entitled to one vote per share on all matters to be
voted on by shareholders. Subject to preferences that may be applicable
to any outstanding Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of
Directors in its discretion from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of
any outstanding Preferred Stock. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into
any other securities. The outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of the offering will
be, validly issued, fully paid and nonassessable.
Preferred Stock
The Board of Directors has the authority to cause the Company to
issue up to 1,000,000 shares of Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series, without any
further vote or action by the shareholders. The issuance of Preferred
Stock may have the effect of delaying, deferring or preventing a change
in control of the Company without further action by the shareholders.
The issuance of Preferred Stock with voting and conversion rights may
adversely affect the voting power of the holders of Common Stock,
including the loss of voting control to others. The Company has no
present plans to issue any shares of Preferred Stock.
Section 203 of the Delaware General Corporation Law
The Company is subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, this statute prohibits
under certain circumstances, a Delaware corporation whose stock is
publicly traded or held in record by more than 2,000 stockholders, from
engaging in a "business combination" with an "interested stockholder"
for a period of 3 years after the date of the transaction which the
person became an interested stockholder, unless (i) the corporation has
elected in its certificate of incorporation or bylaws not to be governed
by this Delaware law (the Company has not made such an election); (ii)
prior to the time the stockholder became an interested stockholder, the
board of directors approved either the business combination or the
transaction which resulted in the person becoming an interested
stockholder, (iii) the stockholder owned at least 85% of the outstanding
voting stock of the corporation (excluding shares held by directors who
were also officers or held in certain employee stock plans) upon
consummation of the transaction which resulted in a stockholder becoming
an interested stockholder or (iv) the business combination was approved
by the board of directors and by two-thirds of the outstanding voting
stock of the corporation (excluding shares held by the interested
stockholder). "Interested stockholder" is a person who, together with
affiliates and associates, owns (or, if such person is an affiliate or
associate of the corporation, any time within the prior three years did
own) 15% or more of the corporation's outstanding voting stock. The
term "business combination" is defined generally to include mergers,
consolidations, stock sales, asset based transactions, and other
transactions resulting in a financial benefit to the interested
stockholder.
Transfer Agent and Registrar
Chemical Mellon Shareholders Services, LLC has been appointed as
the transfer agent and registrar for the Company's Common Stock.
<PAGE> 7
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby
will be passed upon for the Company by Orrick, Herrington & Sutcliffe
LLP, San Francisco, California.
EXPERTS
The consolidated financial statements of the Company
incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.
<PAGE>
No dealer, salesman or other THE HARPER GROUP
person has been authorized to give
any information or to make any 500,000 Shares of Common Stock
representations other than those
contained in the Prospectus in
connection with the offer made by
this Prospectus and, if given or made,
such information or representations
must not be relied upon as having
been authorized by the Company or
by any selling stockholder. Neither
the delivery of this Prospectus nor
any sale made hereunder shall under
any circumstances create an implication
that there has been no change in the
affairs of the Company since the date
hereof. This Prospectus does not
constitute an offer or solicitation by
anyone in any state in which such offer
or solicitation is not authorized or in
which the person making such offer or
solicitation is not qualified to do so
to anyone to whom it is unlawful to
make such offer or solicitation.
______________________________
TABLE OF CONTENTS
Page
Outstanding Securities Covered
by This Prospectus 2
Available Information 2
Incorporation of Certain Information
by Reference 3
Common Stock and Dividend Data 3
The Company 4
Use of Proceeds 5
Selected Financial Data 5
Description of Capital Stock 6
Legal Matters 7
Experts 7 Dated: DECEMBER 9, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 6(b) of the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be personally liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, to the fullest extent permitted by the
General Corporation Law of the State of Delaware. Article V of the
Registrant's Bylaws provides for indemnification of officers and
directors to the full extent and in the manner permitted by Delaware
law. Section 145 of the Delaware General Corporation Law makes
provision for such indemnification in terms sufficiently broad to cover
officers and directors under certain circumstances for liabilities
arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements with
each director which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and
officers' liability insurance.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
See attached Exhibit Index.
(b) Financial Statement Schedules
Inapplicable.
Item 22. Undertakings
A. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the
provisions described in Item 14 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
B. The undersigned registrant hereby undertakes to do the
following, to the extent that such actions are required by the rules and
regulations of the Securities and Exchange Commission:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
C. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
D. (1) The undersigned registrant hereby undertakes as
follows: that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other Items of the applicable form.
(2) The registrant undertakes that to the extent required
by the rules and regulations of the Securities and Exchange Commission,
every prospectus (i) that is filed pursuant to paragraph (1) immediately
preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415 ( 230.415 of this chapter), will be
filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The
Harper Group, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on December 9, 1996.
THE HARPER GROUP, INC.
By: _____________________________
(Peter Gibert,
Chief Executive Officer and
Director)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter Gibert and Robert
H. Kennis, or either of them, each with the power of substitution, his
attorney-in-fact, to sign any amendments to this Registration Statement
(including post-effective amendments), and to file same, with exhibits
thereto and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that each
of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
_______________________ Chief Executive Officer December 9, 1996
(Peter Gibert) (Principal Executive
Officer
_______________________ Senior Vice President, December 9, 1996
(Robert Diaz) Chief Financial Officer
(Principal Financial
Officer and Accounting
Officer)
_______________________ Director December 9, 1996
(Wesley J. Fastiff)
_______________________ Director December 9, 1996
(Edwin J. Holman)
_______________________ Director December 9, 1996
(John M. Kaiser)
_______________________ Director December 9, 1996
(Ray C. Robinson, Jr.)
_______________________ Director December 9, 1996
(Frank J. Wezniak)
<PAGE>
EXHIBIT INDEX
Exhibit Page
3.1 Certificate of Incorporation of the Harper Group
Inc., a Delaware corporation. (Incorporated by
reference to Exhibit 4.2 to Registration Statement
No. 33-40826 filed on May 24, 1991.)
3.2 Registrant's by-laws, as heretofore amended.
(Incorporated by reference to Exhibit 3.2.1 to Annual
Report on Form 10-K for the fiscal year ended
December 31, 1986, filed on or about March 31, 1987.)
3.2.1 Amendments to Article IV, Sections 2,3,4,5 and 6 of
Registrant's by-laws, effective as of May 23, 1991.
(Incorporated by reference to Exhibit 3.2.1 to Annual
Report on Form 10-K for the fiscal year ended December
31, 1991, filed on or about March 31, 1992.)
3.2.2 Sections 2 and 3 of Registrant's by-laws effective as of
May 31, 1992. (Incorporated by reference to Exhibit 3.2.2
to Annual Report on Form 10-K for the fiscal year ended
December 31, 1992 filed on or about March 31, 1993.)
4.1 Specimen certificate of Registrant's Common Stock.
(Incorporated by reference to Exhibit 4.1 to Registration
Statement No. 2-59017, filed on May 16, 1977.
4.2 Rights Agreement, dated as of October 24, 1994, between
The Harper Group, Inc. and Chemical Trust Company of
California, 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 Rights Certificate and as Exhibit C
thereto a Summary of Rights to Purchase Common Stock.
(Incorporated by Reference to the Form i-A Registration
Statement filed on or about October 24, 1994.)
5.1 Opinion and consent of Orrick, Herrington & Sutcliffe II-6
LLC.
10.1 Agreement of Merger between Registrant and the Harper
Group, a California corporation, providing for the
reincorporation of Registrant in Delaware. (Incorporated
by reference to Exhibit A to Registrant's Proxy Statement
dated April 1, 1987, filed on or about April 10, 1987.)
10.2 Master Agreement dated February 8, 1989 between Registrant
and Bowater Industries PLC. (Schedules Excluded)
(Incorporated by reference to Exhibit 10.2 to Annual Report
on Form 10-K for the fiscal year ended December 31, 1988,
filed on or about March 31, 1989.)
10.3 Form of indemnity agreement between Registrant and each
of its directors (Incorporated by reference to Exhibit
10.3 to Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed on or about March 31, 1989.)
10.4 Agreement and Plan of Reorganization dated as of
April 23, 1992, with exhibits attached, including
Registration Rights Agreement, Employment Agreement
between Registrant and Peter Gibert and Indemnification
Agreement. (Incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K, dated May 21, 1991, filed
on or about May 23, 1991.)
10.4.1 Amendments to May 1991 Employment Agreement of Peter Gibert *
<PAGE>
Exhibit Page
- ------- ----
10.5 1990 Stock Option Plan. (Incorporated by reference to
Exhibit 10.5 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, filed on or about March 31,
1993.) *
10.6 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Exhibit 10.6 to Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, filed on or about March 31, 1993.) *
10.8 Credit Agreement dated October 15, 1993 between Registrant
and Bank of America National Trust and Savings Association.
(Incorporated by reference to Pages 14-103 to Form 10-Q for
the nine months ended September 30, 1993, filed on or about
November 10, 1993.)
10.9 Consultant Agreement effective as of November 3, 1992 between
Registrant and John H. Robinson. (Incorporated by reference
to Exhibit 10.9 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed on or about March 31,
1994.) *
10.10 Registration Rights Agreement dated November 1992, between
Registrant and John H. Robinson. (Incorporated by reference
to Exhibit 10.10 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed on or about March 31,
1994.)
10.11 1994 Omnibus Equity Incentive Plan. (Incorporated by
reference to the Form S-8 Registration Statement filed
on or about May 9, 1994.) *
10.11.1 Amendment No. 1 to 1994 Omnibus Equity Incentive Plan.
(Incorporated by reference to Exhibit 10.11.1 to Annual Report
on the Form 10-K for the fiscal year ended December 31, 1995,
filed on or about March 31, 1996.) *
10.12 1995 Stock Option Plan For Non-Employee Directors.
(Incorporated by reference to Exhibit 10.12 to Annual
Report on the Form 10-K for the fiscal year ended December
31, 1995, filed on or about March 31, 1996.) *
10.13 Employment Agreement with Kim Wertheimer. (Incorporated
by reference to Exhibit 10.13 to Annual Report on the Form
10-K for the fiscal year ended December 31, 1995, filed on
or about March 31, 1996.) *
21.1 List of Subsidiaries II-8
23.1 Consent of Deloitte & Touche LLP II-10
23.2 Consent of Orrick, Herrington & Sutcliffe (See
Exhibit 5.1).
25 Powers of Attorney (see Page II-3).
- ----------------------------------
* Indicates, as required by Item 14(a)(3), a management contract or
compensatory plan required to be filed as an exhibit to this
Form 10-K.
<PAGE>
Exhibit 5.1
December 9, 1996
The Harper Group, Inc.
260 Townsend Street
San Francisco, CA 94107-0933
Re: The Harper Group, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection
with a proposed sale by The Harper Group, Inc., a Delaware corporation
(the "Company") of up to 500,000 shares of common stock (the "Common
Stock").
We have examined instruments, documents, and records which
we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the
following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of
all documents submitted to us as copies; and (c) the truth, accuracy,
and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we
have reviewed.
Based on such examination, we are of the opinion that the
500,000 shares of Common Stock to be issued and sold by the Company are
validly authorized shares of Common Stock, and, when issued against
payment of the purchase price therefor, will be legally issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the above-referenced Registration Statement and to the use of
our name wherever it appears in said Registration Statement, including
the Prospectus constituting a part thereof, as originally filed or as
subsequently amended or supplemented. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission issued
<PAGE>
The Harper Group, Inc.
December 9, 1996
Page Two
thereunder, with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 21
LIST OF SUBSIDIARIES
The following table sets forth certain information concerning the
principal subsidiaries of the Company.
State or other
jurisdiction of
Name incorporation
---- -------------
Circle International, Inc. Delaware
Circle Airfreight Japan, Ltd. California
Circle Air Freight de Mexico C.V. Mexico
Circle Espana S.A. Spain
Circle Freight International Germany
Speditionsgesellschaft GmbH
Circle Fretes Internacionais Do Brazil
Brasil Ltda.
Circle Freight International (Argentina) S.A. Argentina
Circle Freight International (Canada) Ltd. Canada
Circle Freight International (Holland) B.V. Holland
Circle Freight International (India) Pty. Ltd. India
Circle Freight International (Italia) Pty. Ltd. Italy
Circle Freight International Japan Japan
Circle International Korea Korea
Circle Freight International (NZ) Ltd. New Zealand
Circle Freight International Philippines
Philippines Ltd., Inc.
Circle Freight International Singapore
(Singapore) Ptd., Ltd.
Circle International Australia
(Aust.) Pty., Ltd.
Circle International (Hong Kong) Ltd. Hong Kong
Circle International Limited United Kingdom
Circle International (Sweden) AB Sweden
Darrell J. Sekin & Co. Texas
Harper Logistics International France
State or other
jurisdiction of
Name incorporation
---- -------------
J.R. Michels Incorporated Texas
Max Gruenhut B.V. Holland
Max Gruenhut GmbH Germany
Regga Holdings Limited Bermuda
Regga Insurance Limited Bermuda
The names of certain subsidiaries have been omitted because such unnamed
subsidiaries, considered in the aggregate, would not constitute a
significant subsidiary as that term is defined in Regulation S-X.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Harper Group, Inc. on Form S-4 of our report dated
March 8, 1996 incorporated by reference in the annual report on Form 10-
K of The Harper Group, Inc. for the year ended December 31, 1995, and to
the reference to us under the heading "Experts" in the Prospectus, which
is a part of such Registration Statement.
Deloitte & Touche LLP
San Francisco, California
December 9, 1996
