FRITZ COMPANIES INC
8-K, 1996-08-20
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 of 15(d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 13, 1996

                             Fritz Companies, Inc.
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                    0-20548                 94-3083515
- - ----------------------------       ----------------       -------------------
(State or other jurisdiction       (Commission File          (IRS Employer
     of incorporation)                  Number)           Identification No.)   

   706 Mission Street, San Francisco, California                       94103
- - --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code (415) 904-8360

                                  Inapplicable
- - --------------------------------------------------------------------------------
             (Former name or address if changed since last report)
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Item 5.    Other Events

           On August 13, 1996, a complaint was filed in the U.S. District Court
           for the Northern District of Northern California, against the
           Company and certain of its directors and officers under the caption
           Lawrence v. Lynn C. Fritz, John H. Johung, Stephen M. Mattessich,
           Carsten Andersen and Fritz Companies, Inc. The complaint, which
           purports to be brought on behalf of a class of purchasers of the
           Company's stock between August 28, 1995 and July 23, 1996, alleges
           various violations of Federal law in connection with prior
           disclosures made by the Company and seeks unspecified damages.

Item 7.    Financial Statement and Exhibits

           (c) None
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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.

                                        
                                        /s/ Jan H. Raymond
                                        ----------------------------
                                               Jan H. Raymond
                                            Senior Vice President  

Dated: August 20, 1996



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