<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Fritz Companies, Inc.
--------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of class of securities)
358846-10-3
------------
(CUSIP Number)
JOSEPH R. MODEROW
SENIOR VICE PRESIDENT
United Parcel Service, Inc.
55 Glenlake Parkway, NE
Atlanta, Georgia 30328
(404) 828-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2001
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
<PAGE> 2
CUSIP NO. 358846-10-3
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
United Parcel Service, Inc.
58-2480149
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 16,642,779 (1)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER __________
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 16,642,779 (1)
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER __________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,642,779 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2% (2)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Reflects 3,707,609 shares of common stock of Fritz Companies,
Inc. (the "Issuer") purchasable by United Parcel Service, Inc. ("UPS") upon
exercise of an option (the "Company Option") granted to UPS pursuant to the
Stock Option Agreement dated as of January, 10, 2001 between the Issuer and UPS
(the "Company Stock Option Agreement"), which is described in Item 4 of this
report. Prior to the exercise of the Company Option, UPS is not entitled to any
rights as a shareholder of the Issuer as to the shares covered by the Company
Option. The number of shares of common stock of the Issuer purchasable by UPS
under the Company Option will be adjusted if necessary so that the number of
shares purchasable by UPS upon exercise of the Company Option is equal to 10.1%
of the total outstanding shares of common stock of the Issuer immediately prior
to exercise. The Company Option may only be exercised upon the happening of
certain events, none of which has occurred as of the date hereof. Prior to such
exercise, UPS expressly disclaims beneficial ownership of the shares of common
stock of the Issuer which are purchasable by UPS upon the exercise of the
Company Option.
Page 2 of 11 Pages
Exhibit Index on Page 9
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Also reflects an aggregate of 12,935,170 shares of common stock of the
Issuer purchasable by UPS upon exercise of four options (the "Stockholder
Options") granted to UPS and irrevocable proxies (the "Proxies") granted to UPS
with respect to such shares, which entitle UPS to vote on all matters presented
for a vote of Issuer stockholders, pursuant to the Stock Option Agreement dated
as of January 10, 2001 between UPS and Lynn C. Fritz (the "Lynn Fritz Stock
Option Agreement"), the Stock Option Agreement dated as of January 10, 2001
between UPS and the Lynn C. Fritz 1999 Grantor Retained Annuity Trust (the "Lynn
Fritz Trust Stock Option Agreement"), the Stock Option Agreement dated as of
January 10, 2001 between UPS and Tamara Fritz (the "Tamara Fritz Stock Option
Agreement") and the Stock Option Agreement dated as of January 10, 2001 between
UPS and the Tamara Fritz 1999 Grantor Retained Annuity Trust (the "Tamara Fritz
Trust Stock Option Agreement") (together referred to as the "Stockholder Option
Agreements"). The Stockholder Option Agreements are described in Item 4 of this
report. The Stockholder Options may only be exercised upon the happening of
certain events, none of which has occurred as of the date hereof.
(2) Based on Issuer's representation that 36,708,991 shares of
Issuer common stock are outstanding, as of January 10, 2001, pursuant to the
Agreement and Plan of Merger, dated as of January 10, 2001 by and among the
Issuer, UPS and VND Merger Sub, Inc. Assumes the issuance by Issuer of the
3,707,609 shares of Issuer common stock as set forth in the Company Option.
Page 3 of 11 Pages
Exhibit Index on Page 9
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock," an individual
share of which is a "Share"), of Fritz Companies, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 706 Mission Street, San Francisco, California
94103.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by United Parcel Service, Inc. ("UPS"), a
Delaware corporation having its principal executive offices located at
55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404) 828-6000. UPS,
together with its subsidiaries, is the world's largest express carrier
and package delivery company, serving more than 200 countries and
territories around the globe. Certain information with respect to the
directors and executive officers of UPS is set forth in Schedules A and
B attached hereto, including, to the best of UPS's knowledge, each
director's and executive officer's business address, present principal
occupation or employment, citizenship and other information. Neither
UPS nor, to the best of its knowledge, any director, executive officer
or controlling person of UPS has, during the last five years, been (a)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which proceeding any of UPS or any director, executive officer or
controlling person of UPS was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, or finding any violation with respect to federal
or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to (i) an option granted to UPS by the Issuer to
purchase shares of Common Stock from the Issuer (the "Company Option")
and (ii) options (the "Stockholder Options") granted to UPS by Lynn C.
Fritz, the Lynn C. Fritz 1999 Grantor Retained Annuity Trust, Tamara
Fritz and the Tamara Fritz 1999 Grantor Retained Annuity Trust
(together the "Stockholders") to purchase shares of Common Stock from
the Stockholders and irrevocable proxies (the "Proxies") with respect
to the shares subject to the Stockholder Options, which entitle UPS to
vote on all matters presented for a vote of stockholders, each as
described in item 4 below.
The Company Option entitles UPS to purchase 3,707,609 Shares (the
"Company Option Shares") under the circumstances specified in the Stock
Option Agreement dated as of January 10, 2001 between UPS and the
Issuer (the "Company Stock Option Agreement") and as described in Item
4 below for a purchase price per share equal to the lower of (1) 0.2
multiplied by the average closing price per share of UPS class B common
stock over a ten trading day period and (2) the average closing price
per share of the Common Stock over a ten trading day period (the
"Company Purchase Price") (as more completely described in the Company
Stock Option Agreement). The number of Company Option Shares will be
adjusted if necessary so that the number of Shares purchasable by UPS
upon exercise of the Company Option is equal to 10.1% of the total
outstanding Shares immediately prior to exercise.
The Stockholder Options entitle UPS to purchase an aggregate of
12,935,170 Shares (the "Stockholder Option Shares") under the
circumstances specified in the Stock Option Agreement dated as of
January 10, 2001 between Issuer and Lynn C. Fritz (the "Lynn Fritz
Stock Option Agreement"), the Stock Option Agreement dated as of
January 10, 2001 between Issuer and the Lynn C. Fritz 1999 Grantor
Retained Annuity Trust (the "Lynn Fritz Trust Stock Option Agreement"),
the Stock Option Agreement dated as of January 10, 2001 between Issuer
and Tamara Fritz (the "Tamara Fritz Stock Option Agreement") and the
Stock Option Agreement dated as of January 10, 2001 between Issuer and
the Tamara Fritz 1999 Grantor Retained Annuity Trust (the "Tamara Fritz
Trust
Page 4 of 11 Pages
Exhibit Index on Page 9
<PAGE> 5
Stock Option Agreement") (together referred to as the "Stockholder
Option Agreements"), each as described in Item 4 below, for a purchase
price per share equal to an amount of cash equal to 0.2 multiplied by
the average closing price per share of UPS class B common stock over a
ten trading day period (the "Stockholder Purchase Price") (as more
completely described in the Stockholder Option Agreements). The
Stockholders also grant UPS the Proxies pursuant to the Stockholder
Option Agreements.
Each of the Company Option, the Stockholder Options and the Proxies
were granted by the Issuer and the Stockholders, as applicable, as an
inducement to UPS to enter into the Agreement and Plan of Merger dated
as of January 10, 2001 (the "Merger Agreement") by and among the
Issuer, UPS and VND Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of UPS ("Sub"). Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein (including
approval by the shareholders of the Issuer and various regulatory
agencies), Sub will merge with and into the Issuer (the "Merger"), with
the Issuer continuing as the surviving corporation, and each issued and
outstanding Share, generally, other than those Shares owned by UPS, Sub
or the Issuer, will be converted into the right to receive 0.2 shares
of class B common stock, par value $.01 per share, of UPS. If the
Merger is consummated in accordance with the terms of the Merger
Agreement, UPS does not plan to exercise either the Company Option or
the Stockholder Options. UPS also paid the grantors of the Stockholder
Options $100 for each Stockholder Option and Proxy. No separate
monetary consideration was paid by UPS to the Issuer for the Company
Option.
If UPS elects to exercise the Company Option and/or the
Stockholder Options, it currently anticipates that it will fund the
Company Purchase Price and/or the Stockholder Purchase Price with
available working capital.
ITEM 4. PURPOSE OF TRANSACTION.
As stated above, each of the Company Option, the Stockholder Options
and the Proxies were granted to UPS in connection with the execution of
the Merger Agreement. UPS entered into the Company Stock Option
Agreement and the Stockholder Option Agreements in order to help ensure
the closing of the Merger. UPS currently anticipates that it will
acquire all of the outstanding common stock of the Issuer upon
consummation of the Merger. UPS does not plan to exercise either the
Company Option or the Stockholders Options.
The Company Option becomes exercisable upon the occurrence of certain
events set forth in Section 2 of the Company Stock Option Agreement,
none of which have occurred at the time of this filing. UPS has the
right to cause the Issuer to prepare and file one registration
statement under the Securities Act of 1933, as amended, in order to
permit the sale by UPS of any Company Option Shares purchased under the
Company Option.
The Stockholder Options become exercisable upon the occurrence of
certain events set forth in Section 2 of the Stockholder Option
Agreements, none of which have occurred at the time of this filing. The
Stockholder Option Agreements also grant UPS the Proxies with respect
to the Stockholder Option Shares, which entitle UPS to vote on all
matters presented for a vote of stockholders during the term of the
Stockholder Option Agreements.
The descriptions herein of the Company Stock Option Agreement, the
Stockholder Option Agreements and the Merger Agreement are qualified in
their entirety by reference to such agreements, copies of which are
filed as Exhibits 99(a), 99(b), 99(c), 99(d), 99(e) and 99(f)
respectively, to this Schedule 13D, and which are specifically
incorporated herein by reference in their entirety.
UPS currently intends to acquire all of the common stock of the Issuer
upon consummation of the Merger. Other than as described above, UPS has
no plans or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(j) of Schedule 13D (although UPS reserves
the right to develop such plans).
Page 5 of 11 Pages
Exhibit Index on Page 9
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ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
As a result of the issuance of the Company Option, UPS may be deemed to
be the beneficial owner of 3,707,609 Shares, which would represent
approximately 10.1% of the Shares outstanding before exercise of the
Company Option (based on the number of Shares outstanding on January
10, 2001, as set forth in the Merger Agreement) and approximately 9.2%
of the Shares outstanding after exercise of the Company Option. The
Company Option is exercisable only upon the happening of certain
events, none of which has occurred as of the date hereof. The number of
Shares purchasable by UPS under the Company Option will be adjusted if
necessary so that the number of shares purchasable by UPS upon exercise
of the Company Option is equal to 10.1% of the total Shares outstanding
immediately prior to exercise. Upon any exercise, UPS will have sole
voting power and sole dispositive power with respect to the Company
Option Shares.
As a result of the issuance of the Stockholder Options and the Proxies,
UPS may be deemed to be the beneficial owner of an additional
12,935,170 Shares, which would represent approximately 35.2% of the
Shares outstanding (based on the number of Shares outstanding on
January 10, 2001, as set forth in the Merger Agreement). UPS has sole
voting power and, if the Stockholder Options are exercised, will have
sole dispositive power with respect to the Stockholder Option Shares.
Nothing herein shall be deemed to be an admission by UPS as to the
beneficial ownership of any Company Option Shares, and, prior to
exercise of the Company Option, UPS expressly disclaims beneficial
ownership of any Company Option Shares.
Except as described herein, or in Schedule B hereto, neither UPS nor,
to the best of UPS's knowledge, any other person referred to in
Schedule A attached hereto, beneficially owns or has acquired or
disposed of any Shares of the Issuer during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the Merger Agreement, the Company Stock Option Agreement and
the Stockholder Option Agreements, and except as described in the
preceding paragraph, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the
Issuer, including, but not limited to, transfers or voting of any
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
<TABLE>
<S> <C>
99(a) Stock Option Agreement dated as of January 10, 2001 by and
between Issuer and United Parcel Service, Inc.
99(b) Stock Option Agreement dated as of January 10, 2001 by and
between Lynn C. Fritz and United Parcel Service, Inc.
99(c) Stock Option Agreement dated as of January 10, 2001 by and
between the Lynn C. Fritz 1999 Grantor Retained Annuity Trust
and United Parcel Service, Inc.
99(d) Stock Option Agreement dated as of January 10, 2001 by and
between Tamara Fritz and United Parcel Service, Inc.
</TABLE>
Page 6 of 11 Pages
Exhibit Index on Page 9
<PAGE> 7
<TABLE>
<S> <C>
99(e) Stock Option Agreement dated as of January 10, 2001 by and
between the Tamara Fritz 1999 Grantor Retained Annuity Trust
and United Parcel Service, Inc.
99(f) Agreement and Plan of Merger dated as of January 10, 2001 by
and among Issuer, United Parcel Service, Inc. and Sub.
</TABLE>
Page 7 of 11 Pages
Exhibit Index on Page 9
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 18, 2001
United Parcel Service, Inc.
By: /s/ Joseph R. Moderow
----------------------------------
Name: Joseph R. Moderow
Title: Senior Vice President
Page 8 of 11 Pages
Exhibit Index on Page 9
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
99(a) Stock Option Agreement dated as of January 10, 2001 by and between
Issuer and United Parcel Service, Inc.
99(b) Stock Option Agreement dated as of January 10, 2001 by and between Lynn
C. Fritz and United Parcel Service, Inc.
99(c) Stock Option Agreement dated as of January 10, 2001 by and between the
Lynn C. Fritz 1999 Grantor Retained Annuity Trust and United Parcel
Service, Inc.
99(d) Stock Option Agreement dated as of January 10, 2001 by and between
Tamara Fritz and United Parcel Service, Inc.
99(e) Stock Option Agreement dated as of January 10, 2001 by and between the
Tamara Fritz 1999 Grantor Retained Annuity Trust and United Parcel
Service, Inc.
99(f) Agreement and Plan of Merger dated as of January 10, 2001 by and among
Issuer, United Parcel Service, Inc. and Sub.
</TABLE>
Page 9 of 11 Pages
Exhibit Index on Page 9
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED PARCEL SERVICE, INC.
Set forth below is the name, business address and present occupation or
employment of each director and executive officer of United Parcel Service, Inc.
Each such person is a citizen of the United States. The business address of each
person listed below is c/o United Parcel Service, Inc. is 55 Glenlake Parkway,
N.E., Atlanta, Georgia 30328.
An asterisk next to a name indicates that such person is a director.
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED PARCEL SERVICE, INC.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
<S> <C>
John J. Beystehner Senior Vice and President and Marketing
Group Manager
William H. Brown, III* Senior Counsel to the law firm of Schnader
Harrison Segal & Lewis LLP in
Philadelphia, Pennsylvania
Calvin Darden Senior Vice President and U.S. Operations
Manager
D. Scott Davis UPS Senior Vice President, Treasurer and
Chief Financial Officer
John A. Duffy Senior Vice President and Corporate
Strategy Group Manager
Michael L. Eskew* UPS Vice Chairman and Executive Vice
President
James P. Kelly* UPS Chairman of the Board and Chief
Executive Officer
Kenneth W. Lacy Senior Vice President and Chief
Information Officer
Ann M. Livermore* Vice President of Hewlett-Packard Company
Gary E. MacDougal* Former Chairman of the Board and Chief
Executive Officer of Mark Controls
Corporation
Christopher D. Mahoney Senior Vice President, Transportation
Group Manager and Labor Relations Manager
Joseph R. Moderow* UPS Senior Vice President, Secretary and
Legal and Public Affairs Group Manager
Kent C. ("Oz") Nelson* Former UPS Chairman of the Board and Chief
Executive Officer
Victor A. Pelson* Senior Advisor, Warburg Dillon Read, LLC
Joseph M. Pyne Senior Vice President and
Corporate Development Group Manager
Lea N. Soupata* UPS Senior Vice President and Human
Resources Group Manager
Robert M. Teeter* President of Coldwater Corporation
Ronald G. Wallace Senior Vice President and President --
International Operations
Thomas H. Weidemeyer* UPS Senior Vice President and Chief
Operating Officer
</TABLE>
Page 10 of 11 Pages
Exhibit Index on Page 9
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SCHEDULE B
BENEFICIAL OWNERSHIP OF SHARES OF ISSUER
NONE
Page 11 of 11 Pages
Exhibit Index on Page 9
