<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fritz Companies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
358846-10-3
(CUSIP Number)
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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).
This report consists of 7 sequentially numbered
pages. Exhibit index is located on sequentially numbered page 7 .
<PAGE> 2
CUSIP NO. 358846-10-3 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON Lynn C. Fritz
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
7. SOLE VOTING POWER 12,963,770
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 12,963,770
PERSON
WITH
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,963,770
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2%
14. TYPE OF REPORTING PERSON IN
<PAGE> 3
CUSIP NO. 358846-10-3 Page 3 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), issued by Fritz Companies, Inc., a Delaware
corporation (the "Company"), whose principal executive office is located at
706 Mission Street, San Francisco, California 94103.
Item 2. Identity and Background.
The following person is filing this statement:
Present Principal Occupation or Employment;
Name, Principal Business, and Address of
Name and Residence or Organization in Which Such Employment is
Business Address Conducted
Lynn C. Fritz President and
706 Mission Street Chief Executive Officer
San Francisco, California 94103 Fritz Companies, Inc.
(business) 706 Mission Street
San Francisco, California 94103
(provider or integrated transportation
logistics)
During the last five years, Mr. Fritz 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 violation with respect to such laws.
Mr. Fritz is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In the event that Mr. Fritz elects to exercise the stock options which
were granted to him, he intends to use his personal funds for such purpose.
Item 4. Purpose of Transaction.
Mr. Fritz believes that the price of Fritz common stock in the public
market is under valued and intends to purchase additional shares from time
to time. Mr. Fritz believes that the grants of restricted stock and stock
options to him by the Audit and Compensation Committee reflected the Audit
and Compensation Committee's determination that such grants would be in the
best interest of the Company.
Mr. Fritz has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, except as contemplated by the first paragraph of this
Item 4, or the disposition of securities of the issuer except for
except for future gifts of stock and other routine transactions;
<PAGE> 4
CUSIP NO. 358846-10-3 Page 4 of 7 Pages
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board
other than those which have been publicly disclosed;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Lynn C. Fritz owns 13,044,856 shares (37.2%) of the Company's
Common Stock. Of such 13,044,856 shares (i) 14,000 constitute
unvested shares of restricted stock as to which Mr. Fritz
currently has voting power, (ii) 76,666 consist of vested stock
options, (iii) 4,420 shares are held in a trust for the benefit
of Mr. Fritz's children.
(b) Lynn C. Fritz has sole power to vote and direct the disposition
of 12,963,770 shares of the Company's Common Stock owned by him
and will have sole power to vote and to direct the disposition of
all shares issuable upon exercise of stock options granted to him
at such time as he exercises such options. An unaffiliated
trustee has the power to vote and direct the disposition of the
4,420 shares of the Company stock held in the above-referenced
trust. Each share of the Company's Common Stock is entitled to
one vote.
(c) Lynn C. Fritz has not engaged in any transaction in the Company's
Common Stock since January 1, 1995, except as follows: (i) on
March 31, 1995, 20,000 shares of nonqualified stock options
originally granted to Mr. Fritz on March 31, 1994, became vested,
(ii) on March 31, 1996, 20,000 shares of non-qualified stock
options originally granted to Mr. Fritz on March 31, 1994, became
vested, (iii) On February 29, 1996, 26,666 shares on
non-qualified stock
<PAGE> 5
CUSIP NO. 358846-10-3 Page 5 of 7 Pages
options originally granted to Mr. Fritz on February 28, 1995, became
vested, (iv) on June 12, 1996, 10,000 shares of non-qualified stock
options originally granted to Mr. Fritz on June 12, 1995 became vested,
(v) on June 12, 1995, Mr. Fritz received grants of an aggregate of
14,000 shares of restricted stock and (vi) on October 11, 1995, Mr.
Fritz made five separate gifts aggregating 1,460 shares of the
Company's common stock to Stephen B. Bley as trustee of the Lynn C.
Fritz and Tamara Fritz 1990 Living Children's Trust, (vii)on March 4,
1996, Mr. Fritz made gifts totalling 4,000 shares to various charities,
and (viii) on June 6, 1996 made a gift of 250 shares of stock to
Christine Beal. Mr. Fritz also received grants of stock options on
March 31, 1994, February 28, 1995, and June 12, 1995, to purchase
60,000, 80,000 and 30,000 shares, respectively; except as reflected in
the prior two sentences, none of such stock options has vested or will
vest within 60 days from the date hereof other than as set forth above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities discussed above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Inapplicable.
Item 7. Materials to be Filed as Exhibits.
The following exhibits are filed herewith:
None
<PAGE> 6
CUSIP NO. 358846-10-3 Page 6 of 7 Pages
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: August 1, 1996
- ------------------------------
Lynn C. Fritz
<PAGE> 7
CUSIP NO. 358846-10-3 Page 7 of 7 Pages
EXHIBIT INDEX
Sequentially
Exhibit Description of Exhibit Numbered Pages
No Exhibits
