<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Fritz Companies, Inc.
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Fritz Companies, Inc.
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- - - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - - --------------------------------------------------------------------------------
(3) Filing party:
- - - --------------------------------------------------------------------------------
(4) Date filed:
- - - --------------------------------------------------------------------------------
<PAGE> 2
FRITZ COMPANIES, INC.
706 MISSION STREET
SAN FRANCISCO, CALIFORNIA 94103
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, OCTOBER 7, 1997, 10:30 A.M.
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of Fritz
Companies, Inc. will be held at
Bank of America NT&SA, 555 California Street, San Francisco, California, on
Tuesday, October 7, 1997, at 10:30 A.M. for the following purposes:
(1) To elect four directors.
(2) To transact such other business as may properly come before the
meeting.
Only stockholders of record on the books of the Company as of 5:00 P.M.,
August 9, 1997, will be entitled to vote at the meeting and any adjournment
thereof.
Dated: September 1, 1997
By Order of the Board of Directors
Jan H. Raymond, Secretary
STOCKHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE.
<PAGE> 3
FRITZ COMPANIES, INC.
706 MISSION STREET
SAN FRANCISCO, CALIFORNIA 94103
------------------------
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Fritz
Companies, Inc. (the "Company") to be used at the Annual Meeting of Stockholders
on October 7, 1997, for the purposes set forth in the foregoing notice. This
proxy statement and the enclosed form of proxy were first sent to stockholders
on or about September 3, 1997.
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors. Any stockholder signing a proxy in the form accompanying
this Proxy Statement has the power to revoke it prior to or at the Annual
Meeting. A proxy may be revoked by a writing delivered to the Secretary of the
Company stating that the proxy is revoked, by a subsequent proxy signed by the
person who signed the earlier proxy, or by attendance at the Annual Meeting and
voting in person.
VOTING SECURITIES
Only stockholders of record on the books of the Company as of 5:00 P.M.,
August 9, 1997, will be entitled to vote at the Annual Meeting.
As of the close of business on August 9, 1997, there were outstanding
35,626,027 shares of Common Stock of the Company, entitled to one vote per
share. The holders of a majority of the outstanding shares of the Common Stock
of the Company, present in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting or any adjournment thereof.
Votes cast by proxy or in person at the Annual meeting will be tabulated by
the election inspectors appointed for the Meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions and
broker non-votes as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. With regard to the election of directors,
votes may be cast "For" or "Withhold Authority" for each nominee; votes that are
withheld will be excluded entirely from the vote and will have no effect.
ELECTION OF DIRECTORS
The persons named below are nominees for director to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected. The nominees constitute the present Board of Directors.
In the absence of instructions to the contrary, shares represented by the
proxy will be voted and the proxies will vote for the election of all such
nominees to the Board of Directors. If any of such persons is unable or
unwilling to be a candidate for the office of director at the date of the Annual
Meeting, or any adjournment thereof, the proxies will vote for such substitute
nominee as shall be designated by the proxies. The management has no reason to
believe that any of such nominees will be unable or unwilling to serve if
<PAGE> 4
elected a director. Set forth below is certain information concerning the
nominees which is based on data furnished by them.
<TABLE>
<CAPTION>
SERVED AS
BUSINESS EXPERIENCE DURING PAST DIRECTOR
NOMINEES FOR DIRECTOR AGE FIVE YEARS AND OTHER INFORMATION SINCE
- - - --------------------- --- ------------------------------------------------------------ ---------
<S> <C> <C> <C>
Lynn C. Fritz........ 54 Chairman of the Board. Mr. Fritz has been the Company's 1977
Chief Executive Officer since 1986. Mr. Fritz is a Director
of Manugistics Group, Inc. (developer of software for supply
chain management).
Dennis L. Pelino..... 49 Chief Operating Officer since January 1994 and President 1991
since August 1996. Mr. Pelino was Executive Vice President
from January 1994 until August 1996 and Senior Vice
President from August 1992 until January 1994.
James Gilleran....... 63 Chairman of the Board and Chief Executive Officer of The 1992
Bank of San Francisco and its parent, The San Francisco
Company, since November 1994. Mr. Gilleran was
Superintendent of the California State Banking Department
from 1989 until November 1994. Mr. Gilleran is a director of
Cooper Development Company (skincare products).
Preston Martin....... 73 Chairman, President and Chief Executive Officer of Martin 1992
Holdings, Inc. (bank asset holding company), Chairman of
Martin Associates (consulting firm) and Chairman of LINC
Group, Inc. (insurance agency). Mr. Martin is a director of
SoCal Savings (financial institution holding company) and
INCO Homes (home builder). Mr. Martin was previously Vice
Chairman of the Board of Governors of the Federal Reserve
Board.
</TABLE>
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
During the fiscal year ended May 31, 1997 ("fiscal 1997"), the Board of
Directors held four meetings and acted by unanimous written consent on a number
of occasions. The Company has an Audit and Compensation Committee, but does not
have a Nominating Committee.
The members of the Audit and Compensation Committee are James Gilleran and
Preston Martin. Among the functions performed by this committee in its capacity
as an Audit Committee are to make recommendations to the Board of Directors with
respect to the engagement or discharge of independent auditors, to review with
the independent auditors the plan and results of the auditing engagement, to
review the Company's internal auditing procedures and system of internal
accounting controls and to make inquiries into matters within the scope of its
functions. Among the functions performed by this committee in its capacity as a
Compensation Committee are to review and make recommendations to the Board of
Directors concerning the compensation of the key management employees of the
Company and to administer the Company's equity incentive plan. During fiscal
1997, the Audit and Compensation Committee held four meetings.
ATTENDANCE AT MEETINGS
During fiscal 1997, there were no members of the Board of Directors who
attended fewer than seventy-five percent of the meetings of the Board of
Directors and all committees of the Board on which they served.
2
<PAGE> 5
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid directors fees
consisting of $24,000 per year and $1,000 for each Board meeting attended.
Directors who attend meetings of the Audit and Compensation Committee receive an
additional $1,000 for each meeting not held on the same day as a Board meeting.
Of the $24,000 annual retainer paid to nonemployee directors, 60% is paid in
Common Stock pursuant to the Nonemployee Director Restricted Stock Plan.
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid to the Company's Chief Executive Officer, four other
most highly compensated executive officers and one former executive officer for
services in all capacities to the Company and its subsidiaries during the fiscal
years indicated is set forth below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------------------
----------------------------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL RESTRICTED UNDERLYING COMPENSATION
POSITION YEAR(1) SALARY($) BONUS($) COMPENSATION($)(2) STOCK($)(3) OPTIONS(#) ($)(4)
- - - -------------------------- ------- --------- -------- ------------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lynn C. Fritz 1997 $ 500,000 -- $ 15,000 -- -- --
Chairman of the Board 1996 $ 500,000 -- $ 18,000 $ 328,125 30,000 --
and Chief Executive 1995 $ 208,000 -- $ 7,500 -- 80,000 --
Officer 1994 $ 500,000 -- $ 18,000 -- 60,000 $8,040
Dennis L. Pelino 1997 $ 358,300 -- $ 5,000 $ 690,000 -- --
President and Chief 1996 $ 275,000 -- $ 6,000 $ 574,375 -- --
Operating Officer 1995 $ 115,000 $ 50,000 $ 2,500 -- -- --
1994 $ 275,000 $275,000 $ 10,900 $ 240,750 430,000 --
Ronald A. Marcillac 1997 $ 169,000 -- $ 5,000 -- -- --
Former Officer 1996 $ 175,000 -- $ 6,000 $ 46,875 -- --
1995 $ 84,000 $ 10,000 $ 2,500 -- 10,000 --
1994 $ 250,000 $ 30,000 $ 6,000 -- 10,000 --
John H. Johung 1997 $ 245,000 -- $ 5,000 -- -- --
Executive Vice President 1996 $ 250,000 -- $ 6,000 $ 1,629,375(5) -- --
1995 $ 83,000 $ 25,000 $ 2,500 -- -- --
1994 $ 180,000 $ 60,000 $ 6,000 -- 20,000 --
Jan H. Raymond 1997 $ 189,700 -- $ 15,500 -- 6,000 --
Senior Vice President, 1996 $ 193,750 -- $ 6,000 $ 406,875 -- --
Secretary and General 1995 $ 55,000 $ 10,000 $ 2,500 -- 6,000 --
Counsel 1994 $ 128,000 $ 22,000 $ 6,000 -- 6,000 --
Ronald W. Womack 1997 $ 155,330 -- $ 11,650 $ 36,250 -- --
Vice President-Finance 1996(6) $ 76,000 -- $ 3,150 -- -- --
</TABLE>
- - - ---------------
(1) Fiscal 1995 was a five-month period which ended on May 31, 1995.
(2) While the named executive officers enjoy certain perquisites, for fiscal
years 1995, 1996 and 1997, these did not exceed the lesser of $50,000 or 10%
of each officer's salary and bonus.
(3) As of the end of fiscal year 1997, the aggregate restricted stock holdings
for the named executives consisted of 140,500 shares worth $1,527,938 at the
then current fair market value (as represented by the closing price of the
Company's Common Stock on May 31, 1997), without giving effect to the
diminution of value attributable to the restrictions on such stock. Such
amount includes $152,250 for Mr. Fritz (14,000 shares), $500,250 for Mr.
Pelino (46,000 shares), $696,000 for Mr. Johung (64,000 shares), $152,250
for Mr. Raymond (14,000 shares) and $27,188 for Mr. Womack (2,500 shares).
Dividends are paid on the restricted shares to the extent payable on the
Company's Common Stock generally. No shares granted to the named executives
vest in less than three years from the date of grant.
3
<PAGE> 6
(4) The amounts shown consist of the premium benefits to Mr. Fritz in connection
with his participation in the Company's executive medical plan.
(5) Mr. Johung's restricted stock grant was made on June 1, 1995 in recognition
of contributions through that date to the Company. Mr. Johung received no
income from this grant because the shares vest 10 years from grant date on
June 1, 2005.
(6) Mr. Womack joined the Company during fiscal year 1996.
OPTIONS GRANTED TO EXECUTIVE OFFICERS
The following table sets forth certain information regarding stock options
granted during fiscal year 1997 to the executive officers named in the foregoing
Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO MARKET APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OR PRICE ON OPTION TERM(4)
GRANTED IN FISCAL BASE PRICE DATE OF EXPIRATION ------------------------
NAME ($)(1) YEAR ($/SH)(2) GRANT(2) DATE(3) 0%($) 5%($) 10%($)
- - - ----------------------- --------- ---------- ------------ -------- ---------- ----- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lynn C. Fritz -- -- -- -- -- -- -- --
Dennis L. Pelino -- -- -- -- -- -- -- --
Ronald A. Marcillac -- -- -- -- -- -- -- --
John H. Johung -- -- -- -- -- -- -- --
Jan H. Raymond 6,000 1.85% $8.125 $8.125 4/25/07 0 $7,683 $16,135
Ronald W. Womack -- -- -- -- -- -- -- --
</TABLE>
- - - ---------------
(1) All such options were granted in 1997 and become exercisable (a) as to 1/3
of the shares on the day after the first anniversary of the grant, (b) as to
an additional 1/3 of the shares on the day after the second anniversary of
the grant, and (c) as to the remaining 1/3 of the shares on the day after
the third anniversary of the grant. Under the terms of the Company's stock
option plan, the Audit and Compensation Committee retains discretion,
subject to plan limits, to modify the terms of outstanding options.
(2) All options were granted at fair market value.
(3) All options granted in fiscal 1997 were granted for a term of 10 years.
(4) Realizable values are reported net of the option exercise price. The dollar
amounts under these columns are the result of calculations at the 5% and 10%
rates (determined from the price at the date of grant, not the stock's
current market value) set by the Securities and Exchange Commission and
therefore not intended to forecast possible future appreciation, if any, of
the Company's stock price. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Common Stock as well as the
optionholder's continued employment through the vesting period. The
potential realizable value calculation assumes that the option holder waits
until the end of the option term to exercise the option.
4
<PAGE> 7
The following table sets forth certain information with respect to
exercises of stock options during fiscal year 1997 by the listed executive
officers and with respect to stock options held by each of the Company's
executive officers as of May 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END(#) AT FY-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - -------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lynn C. Fritz -- -- 123,333 46,667 -- --
Dennis L. Pelino -- -- 435,800 0 -- --
Ronald A. Marcillac -- -- 38,667 0 $73,753 --
John H. Johung -- -- 53,800 0 $11,275 --
Jan H. Raymond 4,000 $18,750 16,000 6,000 $54,000 $16,500
Ronald W. Womack -- -- -- -- -- --
</TABLE>
EMPLOYMENT AGREEMENTS
In October of 1996, the Company entered into a long term employment
agreement with Dennis Pelino. The agreement, which expires on October 31, 2002,
is performance based and provides compensation in both cash and stock in direct
relationship to the earnings performance of the Company. As a result, the old
contract was cancelled and the Company entered into a new contract for which it
agreed to pay Mr. Pelino $3,000,000 in the future. The terms of the new
agreement provide Mr. Pelino with a base salary of $375,000.
The Company also has an employment agreement with Ronald Womack expiring in
October 1999, which provides for a base salary for $160,000 per year and a
severance benefit of one year salary in the event of involuntary termination.
TRANSACTIONS WITH THE COMPANY
For many years, the Company leased certain of its facilities from Sanjaylyn
Company, a California partnership (the "Partnership"). Lynn C. Fritz and his
sister and brother each owned a one third interest in the Partnership until
March 31, 1993, when Lynn C. Fritz withdrew as a partner of the Partnership. As
part of such withdrawal, a distribution of real property (including certain
properties leased by the Company), cash and debt was made from the Partnership
to Mr. Fritz. The Company paid an aggregate of $263,000 to Mr. Fritz and a
related partnership in fiscal 1997 in connection with the leasing of three
properties from Mr. Fritz and the partnership. The Company believes that all of
such leases are on terms which are no less favorable to the Company than those
which could have been obtained from independent third parties.
In connection with the Company's U.S. customs brokerage operations, the
Company's customers are required to obtain surety bonds. The Company places such
customs bonds with Intercargo Corporation ("Intercargo") and other underwriters
of customs bonds. Lynn Fritz owns approximately 3.4% of the outstanding Common
Stock of Intercargo. During 1997, the Company placed approximately $4,400,000 of
insurance business with Intercargo and received $373,000 in insurance
commissions and fees from Intercargo. The Company believes that the amounts
received are substantially the same as the Company would have received from
other third parties.
5
<PAGE> 8
AUDIT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To the Board of Directors:
As members of the Audit and Compensation Committee, it is our duty to
evaluate and determine the appropriate levels of compensation for officers and
directors and to administer the Company's 1992 Omnibus Equity Incentive Plan.
Our general policy is to discharge these responsibilities in a manner which
links executive performance to long term shareholder value. Our specific
objectives are to enhance the long term performance of the Company, enable the
Company to attract and retain outstanding executives and employees and provide
meaningful incentives, without subjecting the Company to excessive cost.
BASE SALARY
Generally, base salary for senior officers, including the officers named in
the Summary Compensation Table, is set by reviewing the average salary for
positions of similar level of responsibility in the peer group. Our peer group,
for compensation purposes, is comprised of a group of companies whose growth and
financial profiles are similar to our own. Mr. Fritz' base salary is $500,000.
He has not had an increase to base since the Company went public in 1992. Mr.
Fritz requested of the Committee that his salary not be increased at this time.
The Committee agreed to Mr. Fritz' request and therefore determined that no
adjustment is in order at this time.
The Committee approved a new employment agreement for Mr. Pelino on October
31, 1996. The agreement, which is based on the performance of the Company
against preestablished goals, provides for incentives earned to be paid in
stock, stock options and bonus if achieved. As a part of this long-term
agreement, Mr. Pelino's base pay was increased from $275,000 to $375,000.
BONUS
The cash bonus provides an annual reward for exceptional performance which
exceeds expectation. Bonus awards are subject to significant variability
depending on the annual performance of the Company and the individual executive.
In the case of most executive officers, bonus compensation is based on a
combination of the performance of the executive and the performance of the
Company. The bonuses for the Chief Executive Officer and Chief Operating Officer
are based solely on the performance of the Company. Neither Mr. Fritz nor Mr.
Pelino will receive a bonus for fiscal year 1997 performance. The Committee also
determined that no cash bonus payments for fiscal year 1997 performance will be
made to any of the Company's executive officers below Mr. Fritz and Mr. Pelino.
STOCK BASED INCENTIVES
Stock based incentives are used as a means of rewarding executives for
making decisions which lead to substantial growth in stockholder value and for
the perceived long-term value of the executive to the Company. No specific
minimum holdings of Fritz stock are required formally; however, executives are
encouraged to hold significant stock in the Company.
Stock options are the primary long-term incentive award for executives. We
believe that stock options focus attention on managing the Company from the
perspective of an owner with an equity stake in the business. The Company uses
both restricted stock and nonqualified stock options as a means of providing
ongoing long-term incentives. The Committee continues to support the leadership
that Mr. Fritz brings to the organization and the importance of his long term
value. In that regard, in July 1997 the Committee awarded Mr. Fritz a grant of
50,000 market based nonqualified stock options.
6
<PAGE> 9
As a matter of policy, the Company believes it is important to retain the
flexibility to maximize the Company's tax deductions. Amendments to Section 162
(m) of the Internal Revenue Code have eliminated the deductibility of most
compensation over a million dollars in any given year unless the specifications
outlined in Section 162(m) are met. It will continue to be the policy of this
Committee to consider the impact, if any, of Section 162 (m) on the Company and
to document as necessary specific performance goals in order to seek to preserve
the Company's tax deduction.
The Company is committed to a goal oriented compensation system based on
how the Company performs. In years when the Company meets its aggressive
business plan, we intend to recognize this achievement with substantial bonus
awards. In keeping with that philosophy, no cash bonus payments were authorized
to executive officers of the Company for 1997 fiscal year performance.
Compensation Committee
JAMES E. GILLERAN
PRESTON MARTIN
July 30, 1997
7
<PAGE> 10
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock for the period from the
Company's initial public offering on October 16, 1992 to May 31, 1997 with the
cumulative total return of the NASDAQ Market Index and a peer group index
consisting of Air Express International Corporation, Circle International Inc.
and Expeditors International of Washington, Inc.
<TABLE>
<CAPTION>
Measurement Period Fritz Compa-
(Fiscal Year Covered) nies, Inc. Peer Group Broad Market
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 154.35 91.44 129.57
1994 272.46 113.00 136.03
1995 305.80 125.02 144.77
1996 400.00 158.98 204.34
1997 126.09 236.20 229.27
</TABLE>
8
<PAGE> 11
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table indicates, as to each named director and each named
executive officer, and as to all directors and executive officers as a group,
the number of shares and percentage of the Company's Common Stock beneficially
owned as of July 15, 1997.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF JULY 15,
1997
------------------------
NUMBER OF
EXECUTIVE OFFICER OR DIRECTOR SHARES PERCENT
- - - ---------------------------------------------------------------------- ---------- -------
<S> <C> <C>
Lynn C. Fritz(1)...................................................... 13,093,548(2) 36.75%
Dennis L. Pelino...................................................... 501,300(3) 1.40%
John H. Johung........................................................ 117,300(4) .32%
Jan H. Raymond........................................................ 30,000(5) .08%
Ronald W. Womack...................................................... 2,500
James Gilleran........................................................ 7,393 .02%
Preston Martin........................................................ 10,293 .02%
All directors and executive officers as a group (seven persons)....... 13,762,334(6) 38.62%
</TABLE>
(1) The address of Mr. Fritz is 706 Mission Street, San Francisco, California
94103. Mr. Fritz may be deemed to be a "control person" of the Company
within the meaning of the rules and regulations of the Securities and
Exchange Commission by reason of his stock ownership and positions with the
Company. Except for Mr. Fritz, the only stockholders who were known by the
Company to own beneficially more than 5% of the Company's Common Stock on
May 31, 1997 are Trimark Financial Corporation which owned 3,506,010 shares
(10.0%) on such date and Franklin Resources, Inc. which owned 3,574,750
(10.2%) on such date. The address of Trimark Financial Corporation is One
First Canadian Place, Toronto, Ontario M5X 1EF, and the address of Franklin
Resources, Inc. is 777 Mariners Island Boulevard, San Mateo, California
94404.
(2) Includes employee stock options exercisable within 60 days to purchase
133,333 shares.
(3) Includes employee stock options exercisable within 60 days to purchase
435,800 shares.
(4) Includes employee stock options exercisable within 60 days to purchase
53,800 shares.
(5) Includes employee stock options exercisable within 60 days to purchase
16,000 shares.
(6) Includes shares which the directors and executive officers have the option
to purchase within 60 days.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
June 1, 1996 to May 31, 1997 all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with
except that Preston Martin filed a form 4 late in connection with the purchase
in July 1996 of 1,000 shares for the individual retirement account of his wife.
AUDITORS
KPMG Peat Marwick LLP serves as the Company's principal accountants.
Representatives of KPMG Peat Marwick LLP will be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
9
<PAGE> 12
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters which
management intends to present or has reason to believe others will present to
the meeting. If other matters properly come before the meeting, those who act as
proxies will vote in accordance with their judgment.
STOCKHOLDER PROPOSALS
If any stockholder intends to present a proposal for action at the
Company's 1998 Annual Meeting and wishes to have such proposal set forth in
management's proxy statement, such stockholder must forward the proposal to the
Company so that it is received on or before May 4, 1998. Proposals should be
addressed to the Company at 706 Mission Street, San Francisco, California 94103,
Attention: Corporate Secretary.
COST OF SOLICITATION
All expenses in connection with the solicitation of this proxy, including
the charges of brokerage houses and other custodians, nominees or fiduciaries
for forwarding documents to stockholders, will be paid by the Company.
Dated: September 1, 1997.
By Order of the Board of Directors
Jan H. Raymond, Secretary
10
<PAGE> 13
FRITZ COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS October 7, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lynn C. Fritz, Dennis L. Pelino and Jan
H. Raymond, or any of them, each with power of substitution, as proxies of the
undersigned, to attend the Annual Meeting of Stockholders of FRITZ COMPANIES,
INC. to be held at Bank of America NT&SA, 555 California Street, San
Francisco, California, on October 7, 1997, at 10:30 A.M., and any
adjournment thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present on the following:
(1) The election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below)
Lynn C. Fritz, Dennis L. Pelino, James Gilleran and Preston Martin
(2) In their discretion, upon any and all such other matters as may properly
come before the meeting or any adjournment thereof.
(Continued, and to be signed, on reverse side)
<PAGE> 14
(Continued from other side)
This proxy will be voted as directed. In the absence of contrary
directions, this proxy will be voted FOR the election of the directors listed
above.
Dated: ___________________________, 1997
________________________________________
________________________________________
(Signature)
The signature should correspond exactly
with the name appearing on the
certificate evidencing your Common
Stock. If more than one name appears,
all should sign. Joint owners should
each sign personally.
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS
PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
