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:
THE FOLLOWING IS A DOCUMENT MADE AVAILABLE BY FRITZ COMPANIES, INC. TO
EMPLOYEES ON JANUARY 18, 2001:
QUESTIONS & ANSWERS
ABOUT YOU, UPS, AND ITS PROPOSED ACQUISITION
OF FRITZ COMPANIES, INC.
UPS is excited to join with Fritz Companies, Inc. to provide the most
comprehensive service portfolio in the global supply chain management business.
After an intensive search for a special company that could not only meet the
strategic vision of UPS, but also provide the expertise of a proven air, ground
and ocean freight forwarder, UPS found Fritz Companies to be an ideal fit.
Fritz's global reach and strong industry reputation were especially attractive
attributes. Fritz's dedicated employees also made this transaction appealing to
UPS.
We realize that in the midst of a transaction such as this you may experience
feelings of anxiety and frustration. In order to keep you informed about the
issues that most directly affect you, your job and your daily life we are going
to regularly provide you with answers to the most frequently asked questions
that accompany business transactions such as this.
While this handout may not cover all of your questions, we hope that it will
provide answers to some of your most important ones. In order to compile a
comprehensive list in the future, we invite you to pass along to your manager
any issues or other questions you may have.
WHAT DOES THIS MEAN FOR FRITZ
COMPANIES, INC.?
WHAT HAS HAPPENED?
Fritz Companies, Inc. has agreed to become part of UPS, combining knowledge,
people and industry expertise to increase the success of both companies. This
combination will occur through the acquisition of Fritz by UPS. The Board of
Directors of Fritz Companies has unanimously recommended to its shareholders
that they approve the proposed acquisition.
WHAT HAPPENS NOW?
The proposed acquisition must be approved by Fritz shareholders. The Board of
Directors of Fritz Companies has unanimously recommended to its shareholders
that they approve the proposed acquisition. Proxy materials will be mailed to
all shareholders and a deadline established for responses to be received.
WHAT WILL UPS GAIN BY ACQUIRING FRITZ?
The acquisition of Fritz is a continuation of UPS's strategy by adding another
critical component to its participation in the global supply chain.
o One of UPS's strengths is its integrated portfolio of services. The
addition of Fritz will enable UPS to offer an even broader portfolio of
services, which will include freight forwarding, air, ground, and
ocean freight, plus extensive global brokerage capabilities. The
synergies of what UPS and Fritz, combined, can create will provide an
end-to-end supply chain solution that UPS believes has tremendous
value to customers.
o These services when combined with package delivery, UPS Capital and UPS
Logistics Group, provide what UPS believes is an unparalleled solution for
customers.
o This is another step in fulfilling our strategy of building additional
competencies in the integration of goods, information, and funds.
WHY DID UPS DECIDE TO ACQUIRE FRITZ?
UPS views fritz as a company with:
o State-of-the-art information technology
o A long reputation for high-quality service
o A brand that is well-known in the industry
o A diverse product portfolio
o Strong operational capabilities
o Global reach
o An outstanding team of professionals
o Ability to leverage UPS's existing small package and
logistics capabilities
WHY IS FRITZ SELLING THE COMPANY?
The competitive landscape in today's global market is rapidly driving
consolidation within the logistics industry. Lynn Fritz believes that UPS is
best positioned to continue the momentum Fritz Companies has created and is
committed to growing this business in a manner that best benefits our three
constituencies -- our employees, customers and shareholders.
WHAT TYPES OF CHALLENGES WILL THE INTEGRATION OF THESE TWO
COMPANIES PRESENT? HOW ARE YOU GOING TO HANDLE THOSE?
As with any acquisition, there will be issues that have to be addressed. We
already have an integration team in place to manage the operational and other
issues that we know will have to be addressed.
ARE THERE ANY POTENTIAL ROADBLOCKS TO THE DEAL?
WHAT REGULATORY APPROVALS ARE REQUIRED, IF ANY?
We don't anticipate any significant problems. There are several steps involved.
The shareholders of Fritz will have to approve the transaction and the
acquisition is subject to review under Hart-Scott-Rodino, as well as other,
customary regulatory approvals. The proxy statement/registration statement will
be filed with the SEC and will be mailed to Fritz's shareholders in the near
future.
DO YOU ANTICIPATE ANY LAYOFFS OR CLOSINGS OF FACILITIES?
Although it's too early to discuss specific details, we view this as a
complimentary relationship as opposed to an overlapping of responsibilities. Our
intent is to utilize UPS and Fritz's assets to create the highest value to the
market and our customers. Fritz has some of the most knowledgeable employees in
the industry and we intend to rely on their expertise to make the integration a
success and to build this business.
HOW IS THIS GOING TO FIT WITH THE BROKERAGE OPERATIONS UPS
ALREADY HAS?
Fritz's brokerage capabilities complement UPS's strong small package brokerage
services. This powerful combination will allow UPS to offer a broader array of
brokerage services to our customers, which is something the marketplace has been
demanding.
WHAT BENEFITS WILL FRITZ'S CUSTOMERS SEE AS A RESULT OF THE
MERGER?
UPS and Fritz share a similar customer base, which we believe will make our
integrated services very attractive. Large customers are looking to maximize the
value of their supply chains and we believe that UPS's ability to provide them
single-company capabilities will be unmatched. Those capabilities will extend
beyond small package, logistics and brokerage to air and ocean freight
forwarding. Fritz's customers include some of the most recognized leaders across
a broad range of industries, including retail, high technology,
telecommunications, pharmaceuticals, etc.
WHAT IS THE TIMETABLE FOR THE ACQUISITION? FOR THE INTEGRATION?
There are a number of steps in the acquisition, which include getting the proxy
mailed to Fritz's shareowners, the Fritz shareowner meeting and vote, plus
customary regulatory reviews and approvals. I cannot give you an exact date upon
which all of this will be completed but in general we expect to complete the
acquisition by June of 2001.
The integration will be completed as rapidly as possible so that UPS and Fritz,
and their shareowners and customers, can enjoy the benefits of this acquisition
as quickly as possible.
WILL YOU BE UTILIZING THE UPS SALES FORCE TO SELL FORWARDING
SERVICES?
Since forwarding services are unique, we will primarily use the freight
forwarding expertise of the Fritz sales force. In addition, the UPS sales force
will identify opportunities to offer freight forwarding services to existing UPS
customers.
WILL YOU BE CHANGING THE NAME?
Fritz will continue to operate under its name for the immediate future. No long
term decision has been made.
WHAT DOES THIS MEAN FOR ME?
WHAT SHOULD I DO WHILE THE INTEGRATION IS TAKING PLACE?
It is important for all employees to stay focused on our roles in order to
ensure continuing success. Staying focused allows us to function at the same
level of quality and customer service for which Fritz has been known. Although
this is a time of change, it is also a time of excitement about the future.
WHAT IF I HAVE MORE QUESTIONS?
We are in the process of setting up a web page to receive your questions and
post responses to your most frequently asked questions. We will let you know as
soon as it's up and running.
ABOUT UPS
WHAT IS UPS?
UPS started as a small messenger service in a basement office in Seattle,
Washington in 1907. Today, UPS is the world's largest express carrier and
largest package delivery company, serving more than 200 countries and
territories around the world. UPS has been named America's Most Admired mail and
package delivery company for 17 consecutive years in FORTUNE magazine's annual
survey. In a similar survey by FORTUNE, UPS was named the World's Most Admired
mail and package delivery company for the third consecutive year.
WHERE IS UPS HEADQUARTERED?
UPS Corporate Offices are in Atlanta, Georgia.
WHAT ARE UPS'S BUSINESS GOALS?
The UPS Charter succinctly states the company's purpose: "We Enable Global
Commerce." To accomplish this, the company has built a strategy around
integrating the global movement of goods, funds and information. The acquisition
of Fritz Companies, Inc. is an important step in this strategy.
IS UPS A PUBLIC COMPANY?
Yes. In the largest Initial Public Offering in U.S. history at the time, UPS
went public on November 10, 1999. The company's class B common stock trades
under the symbol "UPS" on the New York Stock Exchange.
WHERE CAN I GET MORE INFORMATION?
Visit ups at www.ups.com for more information.
This is an exciting time for all of us. We think that by working together we can
make sure each of you is given timely information to make the process go as
smoothly as possible. If you have a question, please be sure to ask it because
someone else probably has the same one and they may not ask. Participate in
information sessions as they are made available to you. We feel fortunate to be
able to bring Fritz into the UPS family.
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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.