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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 12, 1995
FRITZ COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware 0-20548 94-3083515
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
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706 Mission Street, San Francisco, California 94103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (415) 904-8360
no change
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On April 12, 1995, Fritz Companies, Inc. (the "Registrant") entered into an
amendment of the Agreement and Plan of Reorganization (the "Amendment") dated as
of February 14, 1995, by and among the Registrant, Fritz Air Freight, a wholly
owned subsidiary of the Registrant, ("Merger Sub"), and Intertrans Corporation
("Intertrans") (the "Plan of Reorganization") which provides for the merger (the
"Merger") of Merger Sub with and into Intertrans. A copy of the Amendment is
attached hereto as Exhibit 2.1. In the event the Merger is consummated,
Intertrans will be held as a wholly owned subsidiary of the Registrant.
Under the terms of the Amendment, if the Average Fritz Trading Price (as
defined below) is greater than $55.00, Intertrans shareholders will receive
0.365 of a share of Registrant common stock for each share of Intertrans common
stock. The Amendment also provides that the Registrant does not have the right
to terminate the Merger if the Average Fritz Trading Price exceeds $55.00. Prior
to adoption of the Amendment, the Plan of Reorganization provided that, in the
event the Average Fritz Trading Price was greater than $55.00, the Registrant
had the right to accept an Exchange Ratio of 0.380 or terminate the Merger
unless Intertrans agreed to accept an Exchange Ratio equal to $20.90 divided by
the Average Fritz Trading Price.
Pursuant to the Amendment, each outstanding share of Intertrans' common
stock will be converted into the right to receive that fraction of a share of
the Registrant's common stock as is equal to the "Exchange Ratio," which shall
be determined as follows:
(i) if the Average Fritz Trading Price (as defined below) is at least
equal to $46.15 but not greater than $47.37, the Exchange Ratio
will equal the quotient of (A) $18.00 divided by (B) the Average
Fritz Trading Price, calculated to the nearest one-one thousandth
of a share;
(ii) if the Average Fritz Trading Price is at least equal to $41.00
but less than or equal to $46.15, the Exchange Ratio will equal
0.390;
(iii) if the Average Fritz Trading Price is greater than or equal to
$47.37 but not greater than $55.00, the Exchange Ratio will
equal 0.380;
(iv) if the Average Fritz Trading Price is less than $41.00,
Intertrans will have the right to terminate the Plan of
Reorganization unless Registrant elects to increase the Exchange
Ratio to a fraction equal to (A) $16.00 divided by (B) such
Average Fritz Trading Price, calculated to the nearest one-one
thousandth of a share; or
(v) if the Average Fritz Trading Price is greater than $55.00, the
Exchange Ratio will equal 0.365.
As used above, the term "Average Fritz Trading Price" means the arithmetic
mean of each of the closing sale prices per share of the Registrant's common
stock on the Nasdaq National Market for each of the twenty (20) trading days
ending on the fourth trading day immediately preceding the scheduled date of the
first to occur of the shareholders' meetings of the Registrant and Intertrans
convened to approve the Merger and the issuance of shares in connection
therewith.
The Annual Meeting of Stockholders of the Registrant and the Annual Meeting
of Shareholders of Intertrans are scheduled to occur on May 30, 1995. The Merger
is expected to close shortly thereafter.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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2.1 Amendment No. 1 to the Agreement and Plan of Reorganization dated as
of April 12, 1995, by and among Fritz Companies, Inc., Fritz Air
Freight and Intertrans Corporation.
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SIGNATURES
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.
Fritz Companies, Inc.
(Registrant)
By: /s/ Jan H. Raymond
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Jan. H. Raymond
Senior Vice President, General
Counsel and Secretary
Date: April 17, 1995
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FRITZ COMPANIES, INC.
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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2.1 Amendment No. 1 to Agreement and Plan of Reorganization dated as
of April 12, 1995, by and among Fritz Companies, Inc., Fritz Air
Freight and Intertrans Corporation.
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CONFORMED
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF
APRIL 12, 1995
BY AND AMONG
FRITZ COMPANIES, INC.,
FRITZ AIR FREIGHT
AND
INTERTRANS CORPORATION
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment") is entered into as of the 12th day of April, 1995, by and among
FRITZ COMPANIES, INC., a Delaware corporation ("Fritz"), FRITZ AIR FREIGHT, a
California corporation and a wholly owned subsidiary of Fritz ("Merger Sub"),
and INTERTRANS CORPORATION, a Texas corporation ("Intertrans").
RECITALS
A. Fritz, Merger Sub and Intertrans have each previously entered into that
certain Agreement and Plan of Reorganization, dated as of February 14, 1995 (the
"Merger Agreement"), which, among other things, provides for the merger of
Merger Sub with and into Intertrans.
B. The Boards of Directors of Fritz, Merger Sub and Intertrans now desire
to make certain modifications and amendments to the Merger Agreement, which
modifications and amendments are set forth in this Amendment.
C. Capitalized terms used in this Amendment that are not otherwise defined
shall have the meanings given to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:
1. AMENDMENTS.
(a) Section 1.02(b)(v) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
(v) if the Average Fritz Trading Price is greater than $55.00, the
Exchange Ratio shall equal 0.365.
(b) Section 1.02(c) of the Merger Agreement is hereby amended and restated
to read in its entirety as follows:
(c) In the event that Intertrans shall elect to terminate this
Agreement in the circumstances contemplated by clause (iv) of
subsection (b) above, then Intertrans shall give notice of
termination (the "Termination Notice") to Fritz prior to 12:00
midnight (San Francisco time) on the Determination Date. Such
termination shall become effective automatically, without the
action of either party, at 12:00 midnight (San Francisco time) on
the trading day immediately preceding the date of the first of the
shareholder meetings contemplated by Sections 5.02 and 6.02(b)
unless, prior to such time, Fritz shall deliver notice to
Intertrans to the effect that it has elected to increase the
Exchange Ratio in the manner contemplated by such clause (iv)
above.
(c) The introduction to Section 9.01 of the Merger Agreement is hereby
amended and restated to read in its entirety as follows:
SECTION 9.01 TERMINATION. In addition to the termination right
provided for in Section 1.02(b)(iv) hereof, this Agreement may be
terminated at any time prior to the Effective Time whether before
or after the approval by the stockholders of Intertrans or Fritz:
2. DEFINED TERMS. All references in the Merger Agreement and this
Amendment to the "Merger" shall be deemed to be references to the terms of the
Merger as amended by this Amendment and all references in the Merger Agreement
to the "Agreement" shall be deemed to be references to the Merger Agreement as
amended by this Amendment. Except as expressly contemplated by this Amendment,
the Merger Agreement shall not be deemed amended or modified in any manner and
shall continue in full force and effect.
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3. REPRESENTATIONS AND WARRANTIES OF INTERTRANS. Intertrans represents and
warrants to Fritz as set forth below:
(a) CORPORATE AUTHORIZATION. The execution, delivery and performance by
Intertrans of this Amendment and the consummation by Intertrans of the
transactions contemplated hereby are within Intertrans' corporate powers and
have been duly authorized by all necessary corporate action, except for approval
by Intertrans' shareholders in connection with the consummation of the Merger.
This Amendment constitutes the valid and binding agreement of Intertrans,
enforceable against Intertrans in accordance with its terms.
(b) OPINION OF FINANCIAL ADVISOR. Intertrans has received the opinion of
the Intertrans Financial Advisor to the effect that, as of the date of this
Amendment, the Exchange Ratio, as amended by this Amendment, is fair, from a
financial point of view, to the holders of Intertrans Common Stock.
4. REPRESENTATIONS AND WARRANTIES OF FRITZ. Fritz represents and warrants
to Intertrans as set forth below:
(a) CORPORATE AUTHORIZATION. The execution, delivery and performance by
Fritz of this Amendment and the consummation by Fritz of the transactions
contemplated hereby are within Fritz's corporate powers and have been duly
authorized by all necessary corporate action, except for approval by Fritz's
stockholders in connection with the consummation of the Merger. This Amendment
constitutes the valid and binding agreement of Fritz, enforceable against Fritz
in accordance with its terms.
(b) OPINION OF FINANCIAL ADVISOR. Fritz has received the opinion of the
Fritz Financial Advisor to the effect that, as of the date of this Amendment,
the Exchange Ratio, as amended by this Amendment, is fair, from a financial
point of view, to Fritz.
5. SURVIVAL. All representations, warranties, agreements and covenants in
this Amendment shall be deemed to be conditions to the Merger and shall not
survive the consummation of the Merger or the termination of the Merger
Agreement.
6. GOVERNING LAWS. The laws of the State of Delaware (irrespective of its
choice of law principles) shall govern all issues concerning the validity of
this Amendment, the construction of its terms, and the interpretation and
enforcement of the rights and duties of the parties.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Amendment shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
FRITZ COMPANIES, INC.
By /S/ LYNN C. FRITZ
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Name: Lynn C. Fritz
Title: President
FRITZ AIR FREIGHT
By /S/ LYNN C. FRITZ
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Name: Lynn C. Fritz
Title: President
INTERTRANS CORPORATION
By /S/ SAM N. WILSON
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Name: Sam N. Wilson
Title: Chief Executive Officer
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