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SECURITIES AND EXCHANGE Commission
Washington, D C 20549
Schedule 13D
Under the securities Exchange Act of 1934
(Amendment No. 7)*
Circle International Group, Inc. f/k/a The Harper Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
172574105
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(CUSIP Number)
May 21, 1997
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(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with this statement __.
(A fee is not required only if the filing 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 13d-7).
*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
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 if Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that action 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. 172574105 Page 2 of 5 Pages
13D
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Peter Gibert
SS # ###-##-####
2 CHECT THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __
(b) __
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,000,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
-0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
1,000,000
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-0-
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 172574105 13D Page 3 of 5 Pages
ITEM 1. Security and Issuer:
--------------------
This statement relates to the Common Stock, $1.00 par value per share (the
"Common Stock"), issued by Circle International Group, Inc., formerly known as
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 Circle International Group, Inc.
San Francisco, CA 94107-0933 260 Townsend Street
(business) San Francisco, CA 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.
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CUSIP No. 172574105 13D Page 4 of 5 Pages
ITEM 4. Purpose of Transaction:
-----------------------
On May 21, 1997, Mr. Gibert sold a total of 16,368 shares on the open
market.
The purpose of this transaction was to generate cash for personal financial
requirements, including the payment of personal income taxes.
ITEM 5. Interest in Securities of the Issuer:
-------------------------------------
(a) Peter Gibert owns a total of 1,000,000 shares of the Company's
common stock, or 6.4% of the total outstanding, following the disposition which
is the subject of this Schedule 13D.
An additional 92,159 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
1,000,000 shares of the Company's common stock.
(c) Other than as reported in Item 4 above, 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 1,
1997. For purposes of this Schedule 13D, these shares are included in the
amount of shares owned by the reporting person.
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CUSIP No. 172574105 13D Page 5 of 5 Pages
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 1, 1997.
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.
Effective February 26, 1996, Mr. Gibert was granted 60,000 options to
purchase shares of the Company stock , as more fully discussed in the Company's
Proxy Statement.
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: May 23, 1997
___________________________________________
Peter Gibert
