FRITZ COMPANIES INC
8-K, 1998-09-28
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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<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)        SEPTEMBER 16, 1998
                                                  ------------------------------



                              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)




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Item 5. Other Events

               On September 16, 1998, the Company issued a press release
               announcing the share repurchase authorization of up to $5 million
               of the Company's common stock by its Board of Directors. A copy
               of the press release is attached as Exhibit 1.

Item 7. Financial Statement and Exhibits

               (c) See the attached Exhibit Index.




<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/ LYNN C. FRITZ
                                       -----------------------------------------
                                                     Lynn C. Fritz
                                       Chairman of the Board and Chief Executive
                                          Officer (Principal Executive Officer)


Dated:  September 25, 1998




<PAGE>   4



                                  EXHIBIT INDEX



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NUMBER                EXHIBIT                                               PAGE
- ------                -------                                               ----
<S>                   <C>                                                    <C>
  1                   Press release dated September 16, 1998.                5
</TABLE>



<PAGE>   1



News Release

 FRITZ COMPANIES ANNOUNCES SHARE REPURCHASE AUTHORIZATION
SAN FRANCISCO,September 16, 1998 - Fritz Companies, Inc. (NASDAQ: FRTZ)
announced today that its Board of Directors has authorized the purchase of up to
$5 million of the Company's common stock.

"We believe that recent events in the securities markets contradict what we
believe to be the near term outlook for our business and the customers we
service therefore our security represents an excellent investment", said
Chairman and CEO Lynn C. Fritz.

Fritz Companies, Inc. is a leader in global transportation and logistics.
Providing flexible service options ranging from integrated logistics programs to
traditional freight forwarding and customs brokerage, Fritz develops, implements
and delivers worldwide supply chain solutions for its clients. The Fritz
worldwide network is comprised of more than 10,000 staff operating across 480
locations, present in 115 countries, linked together by systems.

Fritz Companies, Inc. (NASDAQ: FRTZ) is headquartered at 706 Mission Street, San
Francisco, CA 94103, (415) 904-8360. All recent information releases are
available via fax-on-demand service accessed by dialing 888-286-6419. Additional
information is available via the Internet: http://www.fritz.com

In this press release, the Company makes forward-looking statements that are
subject to risks and uncertainties. These forward-looking statements include
information about possible or assumed future results of our operations. Also,
when we use any of the words "believes", "expects", "anticipates" or similar
expressions, we are making forward-looking statements. Many possible events or
factors could affect the future financial results and performance of the
Company. This could cause results or performance to differ materially from those
expressed in our forward-looking statements. You are referred to the Company's
filings with the SEC for detailed recitation of such risks and uncertainties.

The description of risks and uncertainties is intended to qualify such
forward-looking statements in order to invoke the "safe harbor" provided by the
Private Securities Litigation Reform Act of 1995.

CONTACT: Graeme Stewart, Fritz Companies, Inc., Tel: (415) 538-0444






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