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 FORM LETTER PREPARED BY FRITZ COMPANIES, INC. TO BE SENT
TO CUSTOMERS BEGINNING JANUARY 19, 2001:
January 19, 2001
Dear [Customer Contact Name]
As many of you know, Fritz Companies announced last week an agreement that will
allow the company to be acquired by United Parcel Service, Inc. (UPS) in a
transaction that will leverage our combined strengths for the benefit of our
customers. I am very pleased about this agreement, and want to share with you
the rationale behind our decision.
First, let me assure you that our top priority during this transition period is
to continue to provide best-in-class service and solutions to our valued
customers. Delivering continuity, stability and quality service will guide our
decisions and actions over the weeks and months ahead. We pledge to keep you
regularly informed of our progress as we join forces with UPS.
Plans call for Fritz to operate as a subsidiary of UPS and for the Fritz brand
to continue to identify our products in the near-term. This will allow our
present customers to enjoy the continuity of Fritz services and the commitment
of Fritz's people and management, while benefiting from the resources of our new
parent, UPS.
Since our founding 67 years ago, Fritz has grown into a recognized industry
leader by meeting the needs of our customers worldwide. Clearly, we expect to be
able to do even more for you with the UPS backing, infrastructure, leverage,
disciplines and best practices that this agreement promises. In every way, we
view this agreement as an important step forward for our customers and our
people.
The transaction will not be completed for several months. We will do our best to
keep you apprised of the details of this exciting development as the process
rolls out in the weeks ahead. In the meantime, I want to assure you that we will
do everything we can to make this transition a smooth one for you. Please accept
my deepest appreciation for your support and continued loyalty.
Sincerely,
/s/ Lynn C. Fritz
Chairman and Chief Executive Officer
Fritz Companies, Inc.
<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.
