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 Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive Proxy Statement
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|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
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paid previously. Identify the previous filing by registration statement
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INFORMATION CONCERNING PARTICIPANTS
Fritz Companies, Inc. (the "Company") and certain other persons named below may
be deemed to be participants in the solicitation of proxies in respect of the
proposed merger (the "Merger") of the Company with VND Merger Sub, Inc., a
Delaware corporation ("Buyer") and wholly-owned subsidiary of United Parcel
Service, Inc., a Delaware corporation ("Parent"), and the issuance of shares of
common stock of Parent in connection therewith, pursuant to the Agreement and
Plan of Merger, dated as of January 10, 2001, by and among the Company, Buyer
and Parent. The participants in this solicitation may be deemed to include the
directors and executive officers of the Company. Information about the directors
and executive officers of the Company, including information about their Company
stock ownership, can be found in the Company's proxy statement, dated August 18,
2000, for its 2000 annual meeting of shareholders.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger, the Company and Parent will file a joint proxy
statement/prospectus with the United States Securities and Exchange Commission
(the "SEC"). SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the Company
or Parent with the SEC at the SEC's web site at http://www.sec.gov. Free copies
of the joint proxy statement/prospectus, once available, and other filings by
the Company with the SEC may also be obtained by directing a request to Graeme
Stewart, Fritz Investor Relations, Telephone: (415) 538-0444.
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY UPS AND FRITZ COMPANIES, INC.:
UPS To Acquire Fritz Companies, Inc. For $450 Million In Class B Common Stock
Acquisition Will Drive Significant Expansion By UPS Into Freight Forwarding
ATLANTA and SAN FRANCISCO -- Jan. 10, 2001 - UPS (NYSE: UPS) and Fritz
Companies, Inc. (NASDAQ: FRTZ) today jointly announced that UPS has agreed to
acquire Fritz for approximately $450 million in UPS Class B common stock.
Fritz is one of the world's leading freight forwarding, customs brokerage and
logistics concerns, with $1.6 billion in gross revenue in its most recent fiscal
year.
The acquisition will allow UPS to offer a broad, integrated portfolio of
services for moving everything from small packages to heavy freight, by any mode
of transport, anywhere in the world. Freight forwarding, customs brokerage and
logistics customers of Fritz will gain easier access to global supply chain
management, service parts logistics and financial offerings through UPS.
The acquisition is structured as a tax-free, stock-for-stock merger in which
Fritz shareholders will receive UPS Class B common stock in exchange for their
Fritz common stock. Each share of Fritz common stock will be exchanged for 0.200
shares of UPS Class B common stock, for a total issuance of approximately 7.4
million shares of UPS Class B common stock. The transaction is valued at
approximately $450 million based on yesterday's closing price.
UPS expects to complete the transaction during the second quarter of 2001. It
will be the first UPS stock acquisition since UPS's initial public offering in
November 1999. The transaction is subject to customary closing conditions,
including approval by Fritz shareholders and regulatory clearance. Fritz
Chairman and CEO Lynn C. Fritz, who holds approximately 36% of the outstanding
shares of the company, has entered into an agreement to vote the shares he
controls in favor of the merger.
"This acquisition enhances UPS's strategy by providing comprehensive solutions
across the supply chain at any point our customers desire, moving goods of any
size, by any mode, anywhere in the world," said Joe Pyne, UPS senior vice
president for corporate development. "This expands our flexibility to offer a
broader portfolio of services, including air, ground and ocean freight, to our
global customer base."
Fritz was founded in 1933 and has grown over the past six decades into a
forwarding, customs brokerage and logistics concern with significant operations
in every region of the world. While such firms often go unnoticed by the general
consumer, they play a crucial role in facilitating trade around the world.
Freight forwarders play a key coordination role of arranging for the movement of
goods either by ship, plane, rail or truck on a global basis.
Fritz currently owns and operates 400 facilities in more than 120 countries
around the world and has over 10,000 employees globally. In addition to its
forwarding, customs brokerage and logistics services, the company offers a range
of intermodal transfer services, duty drawback options, consulting on tax, trade
and tariff matters, market research and training services.
Fritz reported gross revenues of $1.6 billion and net revenues of $619.3 million
during its latest fiscal year ended May 31. Net income for the year totaled
$17.4 million. Approximately 28% of Fritz's net revenue was generated from air
freight forwarding; 21% from ocean freight forwarding; 30% from customs
brokerage operations, and 21% from logistics services. Fritz's customers include
some of the world's most recognized brands across a broad range of industries,
including mass retailing, computer retail and services, telecommunications and
pharmaceuticals.
"We are very excited about the powerful combination that UPS and Fritz will
create, and I believe the decision to join the UPS team is the best for the
growth and development of this business," said Lynn Fritz. "We have grown into
an industry force over the past 67 years, but we can do even more with UPS's
systems, network and vision of enabling global commerce."
UPS, the world's largest express carrier and largest package delivery company,
already operates in the freight forwarding and customs brokerage arenas through
a number of subsidiaries. The acquisition of Fritz signals UPS's intent to
expand that business in order to provide its customers with solutions across the
supply chain.
The transaction is expected to be non-dilutive to UPS earnings per share in
2001, as UPS integrates the Fritz operations into its network and begins to work
toward the substantial synergies inherent in this strategic acquisition. In
2002, UPS expects to achieve modest EPS accretion from the transaction.
"This will be a powerful combination, offering single accountability to our
customers," said Pyne. "We foresee a tremendous value proposition, offering a
portfolio ranging from small package to air, ocean and ground freight,
logistics, brokerage and financial services."
UPS is the world's largest express carrier and largest package delivery company,
serving more than 200 countries and territories around the world. Headquartered
in Atlanta, Ga., the company is located on the Web at http://www.ups.com.
ADVISORIES:
Executives of UPS and the Fritz Companies will hold an analyst conference call
to discuss this transaction at 1:30 p.m. on Wednesday, Jan. 10, 2001. This
conference call also will be Webcast and can be heard at either www.ups.com or
www.fritz.com.
Additional information on the transaction is available on the Web at
www.ups.com, by clicking UPS Investor Relations.
Except for historical information contained herein, the statements made in this
release constitute forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include statements regarding the intent, belief
or current expectations of UPS and its management regarding the company's
strategic directions, prospects and future results, as well as statements
relating to regulatory approvals required in connection with the proposed
transaction, the prospects and financial condition of the combined operations of
UPS and Fritz, the ability of the parties to successfully consummate the
transaction and integrate the operations of the combined enterprises and other
statements relating to future events and financial performance. Such
forward-looking statements involve certain risks and uncertainties. Important
factors may cause actual results to differ materially from those contained in
forward-looking statements. These include the failure of the proposed
transaction to be completed for any reason, the competitive environment in which
UPS operates, economic and other conditions in the markets in which UPS
operates, strikes, work stoppages and slowdowns, governmental regulation,
increases in aviation and motor fuel prices, cyclical and seasonal fluctuations
in operating results and other risks discussed in filings that UPS has made with
the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, which discussions are incorporated
herein by reference.
UPS and Fritz will be filing a joint proxy statement/ prospectus and other
relevant documents concerning the merger with the United States Securities and
Exchange Commission. These documents will contain important information, and we
urge investors to read them. Investors will be able to obtain the documents free
of charge at the SEC's website, www.sec.gov. Please read the joint proxy
statement/prospectus carefully before making a decision concerning the merger.
Contacts: Norman Black, Public Relations - UPS
404-828-7593
Kurt Kuehn, Investor Relations - UPS
404-828-6977
Graeme Stewart, Investor Relations - Fritz
415-538-0444