<PAGE> 1
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) JULY 31, 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 FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
<PAGE> 2
Item 5. Other Events
On July 31, 1996, a complaint was filed in the Superior Court
of the State of California, County of San Francisco, against
the Company and certain of its directors and officers under
the caption Hack 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 California
law in connection with prior disclosures made by the Company
and seeks unspecified damages.
On July 31, 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 Polk 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
California law in connection with prior disclosures made by
the Company and seeks unspecified damages.
On July 31, 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 Weiss 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
California law in connection with prior disclosures made by
the Company and seeks unspecified damages.
Item 7. Financial Statement and Exhibits
(c) None
<PAGE> 3
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.
By /s/ Jan H. Raymond
------------------------
Jan H. Raymond
Executive Vice President
Dated: August 5, 1996