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 FORM LETTER PREPARED BY FRITZ COMPANIES, INC. TO BE SENT
TO CUSTOMERS BEGINNING JANUARY 19, 2001:
January 19, 2001
Customer Name
Company
Address
City, State, Zip
Dear [Customer]:
I am pleased to inform you that on Wednesday, January 10, 2001, an agreement was
announced that will allow Fritz Companies to be acquired by United Parcel
Service, Inc. in a transaction that will combine the strengths of both parties
to the benefit of our customers. UPS, the world's largest express carrier and
largest package delivery company, is well capitalized and financially sound. The
acquisition of Fritz Companies signals UPS's intent to expand aggressively into
international freight forwarding and customs brokerage and to use Fritz as a
strong platform on which to base UPS's future growth in the logistics and supply
chain areas.
We believe that combining Fritz's 67 years of experience and expertise with the
infrastructure, technologies and service capabilities of UPS will offer a
compelling attraction to our customers, our employees and our shareholders.
Fritz will operate as a subsidiary of UPS, and the Fritz brand will continue to
identify our products in the near-term. This should allow our present customers
to enjoy the continuity of Fritz services and the commitment of Fritz's
employees and management, while benefiting from the additional resources of our
new parent, UPS.
In the upcoming months, during which the transaction will be concluded, I look
forward to sharing with you further details of this exciting development in
addition to providing further updates on our Website, www.fritz.com.
As always, should you have any questions on this announcement, please do not
hesitate to give me a call. Thank you for your continued business.
Sincerely,
Name
Title
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.