<PAGE> 1
1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number 0-8664
Circle International Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-1740320
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
260 Townsend Street
San Francisco, California 94107-1719
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 978-0600
Formerly the Harper Group, Inc.
(Former name, former address and former fiscal year if changed from last
report.)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common Stock, $1.00 par value
Rights to Purchase Series A Junior Participating Preferred Stock
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X . No .___
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
At March 15, 1996, the aggregate market value of the registrant's
Common Stock held by non-affiliates of the registrant was approximately
$301,343,089.
At March 15, 1996, the number of shares outstanding of registrant's
Common Stock was 15,966,994 (net of 287,000 treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement dated April 1, 1996 - Part III of this Form 10-K;
Annual Report to Stockholders for year ended December 31, 1995 -
Part II of this Form 10-K.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
Circle International Group, Inc., and Subsidiaries
(in thousands except per share amounts)
This schedule contains summary financial information
extracted from the consolidated financial statements from
the Company's Annual Report to Stockholders for the fiscal
year ending December 31, 1995, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Dec-31-1995
<PERIOD-TYPE> YEAR
<CASH> 22439
<SECURITIES> 47843
<RECEIVABLES> 171624
<ALLOWANCES> 4739
<INVENTORY> 0
<CURRENT-ASSETS> 207364
<PP&E> 130008
<DEPRECIATION> 56413
<TOTAL-ASSETS> 336743
<CURRENT-LIABILITIES> 134357
<BONDS> 0
0
0
<COMMON> 15066
<OTHER-SE> 150390
<TOTAL-LIABILITY-AND-EQUITY> 336743
<SALES> 0
<TOTAL-REVENUES> 542328
<CGS> 0
<TOTAL-COSTS> 320517
<OTHER-EXPENSES> 194582
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 30536
<INCOME-TAX> 11664
<INCOME-CONTINUING> 18872
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18872
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.16
</TABLE>
