SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 17, 2000
----------------------------
Fritz Companies, Inc.
(Exact name of registrant as spcified 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 August 20, 1999 the Company entered into an agreement with
Federal Express Corporation to amend the existing U.S. Customs
Brokerage Service Agreement dated August 25, 1998. A copy of
the amended agreement is attached as Exhibit 1.
Item 7. Financial Statement and Exhibits
(c) See the attached Exhibit Index.
<PAGE>
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
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
Dated: March 17, 2000
<PAGE>
EXHIBIT INDEX
Number Exhibit Page
1 Federal Express Amended U.S. Customs Brokerage Service Agreement
dated August 20, 1999. 5
<PAGE>
Contract No. 99-0239-001
AMENDMENT
This is an Amendment to the U.S. Customs Brokerage Service Agreement
("Agreement") dated August 25th, 1998 and entered into by and between Federal
Express Corporation ("Federal") and Fritz Companies, Inc. ("Contractor").
The Agreement is hereby amended as follows:
RECITALS: Clause 1, Line 3: The word "and" between the words
"Consignment" and "Carrier" is hereby deleted.
1. TERM
Paragraph (a): The term for each Location under this Agreement as
stated in Appendix F shall be changed to the following termination dates:
Oakland: August 31, 2005
Anchorage: February 28, 2006
Memphis: September 1, 2007
Paragraph (b): In Line 3 change the notice period from 180 days to two
(2) years written notice. In Line 6 change the 120 day notice period to a one
hundred and eighty (180) days notice period. In Line 7 delete the words
"recently terminated Location" and replace them with "recent notice of
termination". In addition, add the following paragraph at the end of this
paragraph: "Even though either Party may terminate any Location under this
Agreement, the Parties agree that the last Location to be terminated by either
Party shall be the Memphis Location. Federal also agrees that in the event that
it exercises its termination rights on any Location, Federal shall additionally
reimburse Contractor for all of its reasonable out-of-pocket expenses incurred
by Contractor in the closure of such Location that are mutually agreed upon by
Federal and Contractor."
2. SERVICES
Paragraph c: In Line 9, delete this last sentence and replace it with
the following: "Federal shall provide additional offsite space at its expense to
facilitate increased volumes and services upon mutual agreement by Contractor
and Federal."
3. PAYMENT FOR SERVICES
Add the following Paragraph (b) at the end of this clause: "(b) Any and
all charges for "Payment for Services", "Broker Performance Incentive" and "Mass
Exceptions" as defined in this Agreement, shall be invoiced to Federal within
thirty (30) days of the services being provided or the expenses being incurred
by the Contractor. All services and expenses must be approved in writing by the
Customs Brokerage Administration. No retroactive reimbursement will occur beyond
these thirty (30) days."
4. PAYMENTS OF DUTIES/TAXES
Paragraph (b), Part (iii), is deleted and replaced with the following:
"(iii) Any invoices which Federal rejects for lack of proper documentation the
Parties shall mutually agree on the cause of such reject, correct the rejected
invoice within 7 calendar days and thereafter Contractor shall resubmit such
invoice to Federal for payment within 7 calendar days of making the correction."
Paragraph (g), Line 2: "(15) business days" has been changed t
"(15) calendar days".
Paragraph (f), Line 2: "set forth above in 4 (b) (iii)" has been
changed to "set forth above in 4".
Paragraph (f), Line 6: "(30) business days" has been changed t
"(30) calendar days".
11. INDEMNIFICATION
In Line 10 at the end of paragraph (a), add the following sentence: "In
consideration for Federal allowing Contractor to have access to its electronic
communication system to provide Services under this Agreement, Contractor agrees
to hold harmless, but not indemnify, Federal for any loss or damage caused to
Contractor caused by the operational failure of Federal's electronic
communication system."
In Line 10 of paragraph (b) delete the words "any procedural operations
that are directed by Federal and for which Contractor has provided written
notice to Federal that such operation may violate provisions of applicable law
or regulations" and replace with "any procedural operations that are directed by
Federal and for which Contractor has provided written notice to Federal that
such operations may be inconsistent with the advice of Contractor".
14. RIGHT OF AUDIT AND DOCUMENTATION
Add the following Paragraph (e) at the end of this clause: "(e)
Contractor shall report monthly all direct expenditures incurred by it in
connection with its performance of the Services hereunder that are made to
businesses that are minority or women-owned. All such reports shall be sent to
the Federal Express Corporation Diverse Supplier Development Department at 3131
Democrat Road, Memphis, TN 38132."
16. WARRANTY AND PERFORMANCE DELIVERABLES
Add the following Paragraph (b) at the end of this clause: "(b) The
Parties agree that Contractor's performance of the Services will be measured on
an annual basis (or if deemed necessary by Federal, on a semi-annual basis) in
accordance with the Supplier Scorecard in the form attached hereto as Exhibit G.
Contractor will be provided with a copy of the Supplier Scorecard and the
parties will need to discuss measures to address any areas noted for improvement
on the scorecard."
23. NOTICES
In the "If to Federal" clause change the titles of the notify party
from "Sr. Manager" to "Managing Director".
EXHIBIT B
The Parties have agreed to revised pricing to replace the original
pricing in the Agreement. This revised pricing is attached hereto as Exhibit B
along with an additional gainsharing agreement between the Parties. All
references to discounted rates tied to the on time arrival of the largest
flights have been eliminated from the proposed pricing.
EXHIBIT E
Change the title from "SELECTION AND MINIMUM SPECIFICATION FOR
EMPLOYEES" to "SELECTION AND MINIMUM SPECIFICATION FOR EMPLOYEES BASED ON
FEDERAL's PREMISES".
Except as to this specific Amendment, all other Articles, terms,
conditions and covenants of said Agreement shall continue in full force and
effect.
Federal Express Corporation Fritz Companies, Inc.
BY: /s/ Gerald P. Leary BY: /s/ Lynn C. Fritz
TITLE: Vice President GTS TITLE: Chairman and Chief Exeuctive Officer
DATE: August 20, 1999 DATE: August 20, 1999
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<CAPTION>
EXHIBIT B
to that certain
Services Agreement
between
Federal Express Corporation
("Federal")
and
Fritz Companies, Inc.
("Contractor")
Term for this Location: Commence as of the date of this Agreement and shall
expire per the locations and dates as set forth in Exhibit F by location.
Price List For Customs Clearance Services for all locations
<S>
<C>
FORMAL ENTRIES
1) Formal/Live/Ouota Entries (l, 2)
From 1 - 100 Entries per day $ 27.05 ea.
From 1 - 200 Entries per day $ 27.05 ea.
From 1 - 300 Entries per day $ 26.55 ea.
From 1 - 400 Entries per day $ 26.55 ea.
From 1 - 500 Entries per day $ 26.30 ea.
From 1 - 600 Entries per day $ 26.05 ea.
From 1 - 700 Entries per day $ 25.80 ea.
From 1 - 800 Entries per day $ 25.55 ea.
From 1 - 900 Entries per day $ 25.30 ea.
From 1 - 1000 Entries per day $ 25.05 ea.
From 1 - 1100 Entries per day $ 25.05 ea.
From 1 - 1200 Entries per day $ 24.80 ea.
From 1 - 1300 Entries per day $ 24.80 ea.
From 1 - 1400 Entries per day $ 24.55 ea.
From 1 - 1500 Entries per day $ 24.55 ea.
From 1 - 1600 Entries per day $ 24.30 ea.
From 1 - 1700 Entries per day $ 24.05 ea.
From 1 - 1800 Entries per day $ 24.05 ea.
From 1 - 1900 Entries per day $ 23.80 ea.
From 1 - 2000 and over Entries per day $ 23.80 ea.
2) Caged or Detained Shipment Surcharge -
Requiring Formal Entry (1,2,3,4) $ 40.00 ea.
3) Consolidated Formal Entries/Customer
Specific Shipments (2) $ 25.50 ea.
Additional lnvoices/AWB on Consolidated Formal Entries $ 2.90 ea.
INFORMAL ENTRIES
4) Informal Entries (l, 2)
From 1 - 100 Entries per day $ 12.75 ea.
From 1 - 200 Entries per day $ 12.75 ea.
From 1- 300 Entries per day $ 12.50 ea.
From 1 - 400 Entries per day $ 12.00 ea.
From1 - 500 Entries per day $ 12.00 ea.
From1 - 600 Entries per day $ 11.50 ea.
INFORMAL ENTRIES CONTINUED
From 1 - 700 Entries per day $ 11.50 ea.
From 1 - 800 Entries per day $ 11.00 ea.
From 1 - 900 Entries per day $ 11.00 ea.
From 1- 1000 Entries per day $ 10.50 ea.
From 1 - 1100 Entries per day $ 10.50 ea.
From 1 - 1200 Entries per day $ 10.25 ea.
From 1 - 1300 Entries per day $ 10.25 ea.
From 1 - 1400 Entries per day $ 10.00 ea.
From 1 - 1500 Entries per day $ 10.00 ea.
From 1 - 1600 Entries per day $ 9.75 ea.
From 1 - 1700 Entries per day $ 9.75 ea.
From 1 - 1800 Entries per day $ 9.50 ea.
From 1 - 1900 Entries per day $ 9.50 ea.
From1 - 2000 and over Entries per day $ 9.50 ea.
5) Caged or Detained Shipment Surcharge - Requiring Informal Entry (1,2,3,4) $ 40.00 ea.
-------------------------------------------------------------------------
6) Consolidated Informal Entries - Non Customer Specific (2) $ 24.45 ea.
---------------------------------------------------------
Each additional AWB line item $ 1.70 ea.
OTHER ENTRIES
7) Customer Service Surcharge (3, 4)
a) Direct with Federal's Clients and Shippers $ 9.35 ea.
b) Delay Notification (CDN) $ 6.75 ea.
8) Section 321 Entries (2,3,5) $ 2.40 ea.
---------------------------
9) Caged or Detained Shipment Surcharge - Requiring Section 321 Entry (2,3,4) $ 40.00 ea.
--------------------------------------------------------------------------
10) Customized Process Accounts (CPA) (6) Applicable Entry Fee (s), plus
-------------------------------------
Applicable Category Fee(s) listed below
Category 1) Use of Proprietary System/Database $ 9.25 per entry
Category 2) Customized Broker System and/or HTSUS PC $ 2.25 per entry
Database-PARTS reference
Category 3) Extensive research/supplemental documentation $ 4.25 per entry
(Trademark letters, Copyright, Licensing, Radiation Declarations)
Category 4) Elevated levels of communication required $ 8.50 per entry
a) Verification Handling (Pre- and Post-clearance)
b) IPD freight movement coordination with Federal's OPS
c) Special monitoring requests (shipper/consignee/carrier)
Category 5) Special Data Entry (Landed Cost Reports, Customized 7501 $ 4.25 per entry
and other various customer reporting)
Extra Harmonized Tariff Classifications - CPA (over 4 per entry-NO CAP)(13) $ 3.30 per line
BMW additional Fee (7) $ 49.00 per entry
OTHER ENTRIES CONTINUED
11) TIB Entries (8) $ 85.00 ea.
---------------
12) Liquor Entries (9) $ 65.00 ea.
------------------
13) Transportation Entries (10) $ 45.00 ea.
---------------------------
14) Federal Express Corporate Entries (11) $ 50.00 ea.
--------------------------------------
15) Protest Fees
a) Customer Requested $ 75.00 ea.
b) Federal Express Requested $ 40.00 ea.
16) Food and Drug Administration Shipment Processing
a) FDA Shipment (OASIS Processing) $ 3.00 ea.
b) FDA Single 701 Manual Processing $ 3.00 ea.
c) FDA Disclaims $ 1.00 ea.
17) Department of Defense Entries (l2) $ 42.50 ea.
----------------------------------
18) Extra Harmonized Tariff Classifications -Non CPA (l3) $ 1.10 ea.
-----------------------------------------------------
19) U.S. Fish and Wildlife (14)
a) Processing and Filing of U.S. Wildlife Form 3177 (First 5 Items) $ 10.00 ea.
b) Additional Items over 5 $ 2.50 ea.
20) Marking/Mutilation of' "Sample" Merchandise (15) $ 10.00 per piece
21) Mass Exception Overtime Rate $ 32.50 per hour
22) PRECEDE Support Fees-Per Month
a) Hong Kong $ 5,000.00 per person
b) London $ 5,510.00 per person
</TABLE>
NOTES TO PRICE LIST
The fees listed are based on present service requirements and daily volume
projections as outlined by Federal and also if U.S. Customs informal entry
threshold does not increase above $2,500.
Contractor effects U.S. Customs clearance and release of shipments with:
o One or more Special Customs or Commercial Invoice on Entry Summary
o One to Four U.S. Customs Tariff Classifications
o One Air Waybill per invoice on Entry Summary
o All necessary documents on hand, signed and correctly completed (i.e., Visas,
Export Licenses, TSCA and Textile Declarations, Import Licenses, if required,
unless the same can be obtained Post Entry, created by Contractor or maintained
in blanket form.)
The quoted fees are predicated on Contractor receiving manifest information
electronically from Federal.
As discussed, the fees include technical support.
Entry summary transactions exceeding One Thousand Dollars ($1,000) (duties and
taxes) will be invoiced within three (3) business days as specified in Section
4, except where Federal or Federal's client has requested a review of the entry
prior to payment of duties or requires other special handling.
<PAGE>
NOTES TO PRICE LIST CONTINUED
When Federal is listed as the importer of record (which shall occur only if
specifically requested by the Consignee of a shipment) and duties exceed
$5,000.00, Federal shall remit payment directly to US Customs.
It is understood and agreed that the price and rates set forth in this Agreement
presume and are premised upon the regulations, procedures and requirements as of
the date of this Agreement.
Given Federal's time and service commitments and the necessity to make sort 100%
of the time and Contractor's commitment to achieving same, the following shall
apply: Federal shall provide Contractor with additional incentives at the
compensation levels indicated in the "Broker Performance Standards". Contractor
will re-imburse Federal for any and all service deficiencies as determined under
the "Broker Performance Standards", at the rates indicated in those standards.
Contractor must submit all proof necessary for Federal's payment of any
incentives determined to be payable to Contractor. This proof shall be submitted
with Contractor's monthly service billing. The incentives payout is not an
accruable amount. The performance incentives/disincentives are separate and
apart from all other fees and minimums and only applies to locations where we
employ a performance incentive program.
These standards need to be completed and in place upon contract signing.
All payments to be made to Contractor's Memphis location.
NOTES TO PRICE LIST ENTRIES
(1) Formal and Informal Entries - Prices are Not Tiered. Total Formal or total
Informal volumes will be used to determine one price for each type of entry.
(2) Entry volumes for each category includes all Dutiable, Free, Live/Quota,
Entries if applicable. It does not include Caged or Detained Shipments
requiring additional handling/processing but does include CPA entries.
(3) Caged or Detained Shipment Surcharge - are calculated based on a Flat Fee
per entry. Does not include the Customer Service Fee which covers a separate
service excluding the Customs Entry.
(4) Customer Service Surcharge - Includes all Cages, POPS, Preventative or
Proactive. Implementation is currently authorized by Federal's Customs
Brokerage Administration/Memphis Managing Director. Responsibilities will
include customer contact to notify Customers of shipment delays and to
rectify those regulatory deficiencies which lead to a detention and caging
of U.S. inbound shipments. Also responsible for obtaining regulatory
information, updating Federal's COSMOS System, and eventual release of
shipments.
(5) Section 321 Entries-Only applies to those shipments involving a
Floor/Document Review.
(6) Customized Process Accounts (CPA) - To be applied to all Entries designated
by Customs Brokerage Administration as CPA. Multiple Categories may apply to
individual accounts/shipments/entries. In those cases Contractor will
invoice Federal the applicable entry fee plus each applicable Category Fee.
(7) BMW, Philips, and GAP entries will carry maximum CPA category fees 1
through 5.
(8) TIB Entries - Includes Initial Entry, Tracking and Export Entry. Not
including the cost of the Surety Bond.
(9) Liquor Entries - Requires the Importer's Bond, Import Permit, and Label
Approval. May also require approval from Federal's Legal Department.
(10)Transportation Entries - IT's, T&E's, IE's.
(11)Federal Express Corporate Entries - Non-Express Shipments Only.
This fee applies to any U.S. port of entry, but does
not apply to shipments moving through Federal's express
revenue system. Overtime services are not included in flat
fee.
<PAGE>
NOTES TO PRICE LIST ENTRIES CONTINUED
(12) Department of Defense Entries - Includes the Initial Filing for
DSCAR Certification.
(13) Extra Harmonized Tariff Classifications - Over 4 per Entry with no maximum
per entry.
(14) U.S. Fish and Wildlife - These are additional and are not included in the
Entry Fees listed.
(15)Marking/Mutilation of "Sample Merchandise" - Must be pre-approved in
writing by Federal's Customs Brokerage Administration.
<PAGE>
<TABLE>
EXHIBIT F
to that certain
Services Agreement
between
Federal Express Corporation
("Federal")
and
Fritz Companies, Inc.
("Contractor")
LOCATIONS AND TERMS
Federal shall advance Contractor a sum, listed below by location, which is to be
applied against the monthly amount invoiced to Federal under Section 3 and
Exhibit B.
The Monthly Minimum is to be mutually reviewed every six months to ensure
Contractor will be able to maintain consistent staffing and equipment,
regardless of operational fluctuations. Contractor agrees to mutually adjust the
Monthly Minimum to reflect operational modifications or other changes in
Contractor's responsibilities. Adjustments to the Monthly Minimum will be
proportional to volume, operational or regulatory changes.
<CAPTION>
<S> <C> <C>
Location Monthly Advance Monthly Minimum Expiration Date
1) Memphis, TN $500.000.00 $750,000.00 September 1, 2007
2) Anchorage, AK $350,000.00 $550,000.00 February 28, 2006
3) Oakland, CA $75,000.00 $100,000.00 August 31, 2005
</TABLE>
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<TABLE>
<CAPTION>
FedEx Tier Supplier Payment Report
Report Period Ending ____________
<S> <C>
Direct Supplier
FedEx Supplier #____________________________________ FedEx Contact (s) #
- --------------------------------------------
Company Name:_____________________________________ FedEx Supply Chain
Specialist___________________________________
Address____________________________________________ Product/Service
- -----------------------------------------------
City/State/Zip Code___________________________________ Reporting Period Sales to FedEx $
- -------------------------------
Telephone # ( ) ___________________________________ Reporting Period Purchases From M/WBE Suppliers $
- --------------
Fax Number ( ) ___________________________________ Tier MBE Purchasing Goals _____________%/$
- --------------------
Contact Person/Title __________________________________ Tier WBE Purchasing Goals _____________%/$
- --------------------
Gov't Contractor ____YES ____No.
SF294/295 Reporting _____Y_____N
Tier/Subcontract Supplier Information
- ---------------------------------------------- ------------------- -------------------------- --------------------------------
Supplier Name/Address/Phone Class Code Product/Service Tier Payment Y-T-D Total
Revised by Business Services
7/27/99 Total Payment to Tier/Subcontract Suppliers $
Please mail or fax report to the following address
by the 10th of the month following the end of
each month Federal Express-Strategic Sourcing
Business Services
2600 Nonconnah Blvd., Suite 307
Memphis, TN 38132-1911
Fax # (901) 224-3218
Attn: Bob Hurst
</TABLE>
