<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) March 6, 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)
<PAGE> 2
Item 5. Other Events
On March 5, 1998, the United States District Court for the Northern
District of California entered an order dismissing with prejudice the
class action lawsuits filed against the Company and certain of its
officers in July and August 1996 (Polk v. Fritz, Weiss v. Fritz and E.M.
Lawrence etc. Trust v. Fritz), finding that plaintiffs had not alleged
any statement that was false and misleading in violation of the federal
securities laws.
On February 9, 1998, the California Court of Appeal reversed an order of
the San Francisco Superior Court dismissing with prejudice a class
action lawsuit filed against the Company and certain of its officers
(Greenfield v. Fritz), finding that plaintiff should have been given an
opportunity to amend his defective complaint.
<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
Senior Vice President
Dated: March 10, 1998