<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Harper Group, Inc.
(Name of issuer)
Common Stock
(Title of Class of Securities)
413459108
(CUSIP Number)
Peter Gibert
260 Townsend Street
San Francisco, California 94107 (415) 978-0600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box __
Check the following box if a fee is being paid with the statement __.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule l3d-7.)
*The remainder of this cover page shall be filed 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 413459108
Page 2 of 5 Pages
13D
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Peter Gibert
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (D)
OR 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES 7 SOLE VOTING POWER
1,016,368
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
-0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
1,016,368
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,368
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* -0-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 413459108
Page 3 of 5 Pages
13D
ITEM 1. Security and Issuer.
This statement relates to the Common Stock, $1.00 par value per share
(the "Common Stock"), issued by The Harper Group, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal
executive offices is 260 Townsend Street, San Francisco, California
94107-0933.
ITEM 2. Identity and Background.
The following person is filing this statement:
Present Principal Occupation or
Employment; Name, Principal
Business,
Name and Residence or and Address of Organization in which
Business Address such Employment is Conducted
Peter Gibert President and Chief Executive
Officer
260 Townsend Street The Harper Group, Inc.
San Francisco, CA 94107-0933 260 Townsend Street
(business) San Francisco, California 94107-0933
(international freight forwarding,
transportation and brokerage)
During the last five years, Mr. Gibert has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) 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 violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
of such laws.
Mr. Gibert is a citizen of the United States.
ITEM 3. Source and Amount of Funds or other Consideration.
Mr. Gibert acquired 751,667 shares pursuant to the sale of Darrell J.
Sekin & Co., Inc. to The Harper Group, Inc. in May, 1991. Thereafter,
on February 18, 1992 he acquired 375,833 shares pursuant to a 50% stock
dividend declared by the Company. See also the description of the award
of 32,735 shares of restricted stock under Item 6 below.
ITEM 4. Purposes of Transaction.
On March 19, 1996, Mr. Gibert sold a total of 16,367 shares on the open
market.
The purpose of this transaction was to generate cash for personal
financial requirements.
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CUSIP No. 413459108
Page 4 of 5 Pages
13D
ITEM 5. Interest in Securities of the Issuer.
(a) Peter Gibert owns a total of 1,016,368 shares of the Company common
stock, or 6.5% of the total outstanding, following the disposition which
is the subject of this Schedule 13D.
An additional 147,451 shares are held in a trust for the benefit of Mr.
Gibert's children. Mr. Gibert is not a trustee of his children's trust
and does not have voting or investment power over such shares or a
reversionary interest in the trust.
(b) Mr. Gibert has sole power to vote and direct the disposition of the
1,016,368 shares of the Company's Common Stock.
(c) Other then as reported in Item 4 Mr. Gibert has not engaged in any
transaction in the Company's common stock during the last 60 days.
ITEM 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer.
Pursuant to an Employment Agreement between Mr. Gibert and the Company
effective May 21, 1991, Mr. Gibert received an option to purchase 25,000
additional shares of the Company's common stock on May 23, 1991. A
subsequent stock dividend increased this amount to a total of 37,500
shares. The option vested on November 23, 1991 has not yet been
exercised. The Employment Agreement further provides for other
employment benefits. The above-referenced Employment Agreement and
Incentive Stock Option Agreement were discussed and incorporated into
Mr. Gibert's Schedules 13D filed on May 25, 1991 and filed on January
22, 1992.
Effective as of March 16, 1995 Mr. Gibert received an award of 32,735
shares of restricted stock shares pursuant to the Company's Omnibus
Equity Incentive Plan. The shares are subject to certain vesting
restrictions as more fully discussed in the Company's Proxy Statement
filed on or about April 3, 1994. For purposes of this Schedule 13D,
these shares are included in the amount of shares owned by the reporting
person.
On August 22, 1994 Mr. Gibert executed a Restated and Amended Promissory
Note in favor of the Company in the principal amount of $328,555. The
terms of this Note are more fully discussed in the Company's Proxy
Statement filed on or about April 3 1994.
The Restricted Stock Award Agreement referred to above, and the Restated
and Amended Promissory Note were incorporated into Mr. Gibert's Schedule
13D filed on September 12, 1995.
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CUSIP No. 413459108
Page 5 of 5 Pages
13D
ITEM 7. Material to be Filed as Exhibits.
None
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.
Dated: March 20, 1996
/S/ Peter Gibert
