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 o
Check the appropriate box:
o Preliminary Proxy Statement o Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
FRITZ COMPANIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box): |X| No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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o Fee paid previously with preliminary materials:
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o 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 registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
THE FOLLOWING IS A LETTER MADE AVAILABLE BY
FRITZ COMPANIES, INC. TO EMPLOYEES ON JANUARY 18, 2001:
January 17, 2001
Dear Fritz employees,
As you know, the Board of Directors of Fritz Companies, Inc. has approved a
merger agreement under which Fritz would be acquired by UPS. UPS selected Fritz
and its people in part because of the experience and expertise that you and your
fellow employees bring to the brokerage, freight forwarding and logistics
industries.
I believe that the combination of Fritz and UPS will enable us to offer a
comprehensive portfolio of services that will attract new customers. This new
business can create opportunities for organizational and individual growth in
the months and years ahead. Once approved, I expect that this integration will
make this an even more exciting and rewarding place in which to work.
The combination of Fritz and UPS is expected to create a powerful force in the
supply chain management business. While UPS has an existing brokerage operation,
it does not have large-scale freight forwarding capabilities. There are
capabilities that you and your coworkers at Fritz bring to the table that UPS
will need if we are to ensure the successful combination and growth of our
operations. Accordingly, it is important and in UPS's best interests to retain
the experience and expertise that Fritz has developed with its people over the
years.
During the next few months, I encourage each of you to continue to work together
to meet and even exceed customers' expectations. Once the transaction is
completed, I look forward to working with you to integrate our two operations
into the leading freight forwarding, brokerage and logistics company in the
world.
Sincerely,
Dave Abney
UPS Business Unit Manager
<PAGE>
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger transaction between Fritz Companies, Inc.
and United Parcel Service, Inc. ("UPS"), Fritz Companies and UPS will file a
proxy statement/prospectus with the United States Securities and Exchange
Commission (the "SEC"). STOCKHOLDERS OF FRITZ COMPANIES ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Fritz
Companies or UPS with the SEC at the SEC's web site at http://www.sec.gov. Free
copies of the proxy statement/prospectus, once available, and other filings by
Fritz Companies with the SEC may also be obtained by directing a request to
Graeme Stewart, Fritz Investor Relations, Telephone: (415) 538-0444.
Fritz Companies and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed merger.
Information about such directors and executive officers, including information
about their ownership of Fritz Companies stock, can be found in the Fritz
Companies proxy statement, dated August 18, 2000, for its 2000 annual meeting of
stockholders.
