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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 [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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.
[ ] 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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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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THE FOLLOWING IS A POWERPOINT PRESENTATION MADE AVAILABLE BY FRITZ
COMPANIES, INC. TO EMPLOYEES AND CUSTOMERS BEGINNING FEBRUARY 1, 2001:
[FRITZ COMPANIES LOGO]
UPS ACQUISITION
Month Day, 2001
January 30, 2001 Version 3
Audience: Current or prospective Fritz customers
Prepared by: Fritz Corporate Marketing
On January 10, 2001, Fritz Companies agreed to be purchased by UPS. When the
acquisition is completed, Fritz will be a wholly owned subsidiary of UPS,
operating with the Fritz name and brand (for the near-term).
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AGENDA
- -> Industry Situation
- -> UPS Overview
- -> Fritz Overview
- -> Transaction Plan
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INDUSTRY SITUATION
- -> Globalization
- -> Industry consolidation
- -> Increased need for time-definite services
- -> Significant advances in technology
Today's competitive global market is driving consolidation within the logistics
industry. Customers increasingly desire to work with fewer but more capable
service providers to optimize all segments of their supply chain. To achieve
this, providers must serve globally, with company owned resources/facilities
equipped with advanced technology, working together to deliver high levels of
service.
Our pressures are similar to those of our customers within their industries.
Meeting financial goals while providing a quality product is essential to
remaining competitive. Our customers require the physical movement of both
(heavy) freight and small package shipments to meet timing requirements while
optimizing carrying costs and total logistics costs.
The physical cargo flow must be enhanced with sophisticated technology to meet
timing commitments, to measure performance, and to make complex logistics
programs easier to manage.
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UPS OBJECTIVES
- -> Meet customer needs for comprehensive global supply chain services
- Strengthen global customs clearance capabilities
- Offer expanded portfolio of products
- -> Create a platform for launching new products
UPS objectives are to provide comprehensive logistics and financial services as
customers optimize supply chains to reduce costs and to become more competitive.
To meet these objectives, UPS needs to enhance its services by providing
complete freight forwarding services. These services include ocean and air
transportation, consolidation and customs clearance services.
With a comprehensive portfolio of services, UPS will have the foundation for
new, innovative products to meet customers' changing needs.
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COMPREHENSIVE SUPPLY CHAIN SERVICES
- -> Customers benefit from a broader and more integrated portfolio
[GRAPHIC]
The combination of Fritz and UPS will enable UPS to offer a comprehensive
portfolio of services that will attract and retain customers.
A key strength of UPS is its integrated service portfolio. While UPS has an
existing customs clearance operation, it does not have global freight forwarding
capabilities. The addition of Fritz will enable UPS to offer more
capabilities--Fritz's core services: freight forwarding, air, ground, and ocean
freight, plus extensive global customs clearance capabilities. The synergies
that result from UPS and Fritz will provide an end-to-end supply chain solution
that we believe has tremendous value to our customers.
Fritz customers will have access to UPS's existing small package and logistics
capabilities. The combination of these services, when combined with UPS Capital
and UPS Logistics Group, provide what UPS believes is an unparalleled solution
for customers.
We expect the combination of Fritz and UPS to create a powerful force in the
supply chain management business.
[Note: UPS Logistics provides comprehensive global supply chain management
solutions using its expertise to streamline customers' distribution networks to
gain efficiencies: save money, improve customer service and better utilize
assets and capital. 'UPS Logistics' is different from the services offered by
Fritz - it manages service providers (including Fritz) and implements technology
solutions such as supply chain optimization software, etc. This technology
includes local routing and route planning solutions. Two products include:
Roadnet 5000(R) is designed to save customers money through better vehicle
utilization and improved customer service. Territory Planner(TM) is meant to
enable customers to strategically analyze sales and delivery territories for
more efficient and better balanced routes.]
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UPS FEATURES
- -> Management skills
- -> Expertise in technology
- -> Financial strength
- -> Core business
- -> Large global network
- -> Premier brand
By leveraging management skills, technological expertise and financial strength,
UPS will enhance its core small package business and expand logistics
capabilities for our customers.
UPS has established a vast and reliable global transportation infrastructure;
developed a comprehensive, competitive and guaranteed portfolio of services; and
consistently support these services with advanced technology.
UPS has built strong brand equity as a leader in quality service and product
innovation in our industry. A recent survey of senior business executives,
called Image Power, rated UPS as the second strongest business-to-business brand
in the U.S., behind Microsoft, and a 1999 Equitrend survey report ranked UPS as
one of the top ten brands of the decade.
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FACTS
FRITZ UPS
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Founded 1933 1907
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Headquarters San Francisco Atlanta
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Revenue $1.6 billion $29.8 billion
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Employees 10,500 358,000
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Countries 120+ 200+
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UPS delivers packages each business day for 1.8 million shipping customers to
six million consignees. In 1999, UPS delivered an average of almost 13 million
pieces per day worldwide, and generated revenue of over $29 billion in 2000. UPS
operates within 200 countries and territories.
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FRITZ FEATURES
- -> Industry expertise
- -> Global office network
- -> 9 million square feet of warehouse space
- -> Global technology expertise
- -> Carrier relationships
- -> Market leadership
- -> Broad and diverse service portfolio
Fritz's global reach, strong industry reputation, and industry expertise are
important attributes to UPS. These capabilities will enable UPS to provide
complete supply chain solutions including freight forwarding services .
The Fritz Global Network is composed of 10,500 employees in more than 400
locations in 120 countries. Fritz operates 9 million square feet of warehouse
space to perform order fulfillment and distribution functions.
The worldwide implementation of our Global Business System will serve as the
platform for efficient, accurate processing, global tracking visibility and
quality freight services overall.
Advanced technology, Fritz expertise and carrier relationships are key to our
leading market position. With our ocean and air carrier relationships, Fritz can
move your shipments to meet your timing requirements while optimizing your
logistics costs. The result: Fritz is a top 5 provider of the following
services: global air freight, ocean freight forwarding, NVOCC ocean freight, and
global customs clearance.
Fritz offers a range of integrated services: Door to Door Transportation,
Documentation, Materials Management and Trade Management. The following slide
depicts our diverse service portfolio and the percent of revenue shared across
services.
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PORTFOLIO OF SERVICES
[PIE CHART]
MM & D 21%
CUSTOMS CLEARANCE 30%
OCEAN FREIGHT 21%
AIR FREIGHT 28%
(Percent of Net Revenue)
Based on FY2000 Net Revenue
FRITZ HAS A GOOD BALANCE OF ALL SERVICES...
Fritz has diversified its product line dramatically over the past several years,
while continuing to grow our customs services at anticipated rates. Customs
clearance now accounts for about 1/3 of net revenue, and air freight has nearly
doubled in the last 5 years. Currently, Fritz has a well balanced offering of
logistics services--All the services you need in a single logistics provider.
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ADVANTAGES FOR OUR CUSTOMERS
- -> Improved service quality
- -> Increase distribution capabilities
- -> Easier supply chain management
- -> Greater cost optimization
- -> Facilitate global commerce
- -> Comprehensive portfolio of services
Our customers can expect to see more opportunities for integration throughout
the entire supply chain. These types of improvements will inevitably allow us to
identify additional opportunities for cost savings, offer a better service, and
ultimately achieve higher customer satisfaction.
Fritz expects to continue the worldwide implementation of GBS with the financial
support following closing from our UPS parent. The result should be higher
quality service from more timely data availability and visibility, and increased
efficiency and accuracy by reducing repetitive data entry.
Another advantage to customers is access to additional distribution
capabilities. Fritz has a leading worldwide distribution facility network. When
combined with UPS' s ground distribution business, our distribution services
offer customers increased flexibility and capacity to handle distribution and
fulfillment programs.
EASIER SUPPLY CHAIN MANAGEMENT
As a single organization, an integrated UPS and Fritz will meet our customers'
needs for the entire supply chain, making it easier for you to manage your
shipment movement (package and freight), information, and fund processes.
Easier supply chain management will enable greater opportunity to identify,
design, and implement supply chain cost reduction programs. Customers reduce
costs by improving order cycle, improving cash flow, and providing better
service to customers. This is especially valuable as our global economy is
showing signs of slowing and investors are pressuring boards of directors to
increase profitability.
All these features and advantages enable customers to confidently expand their
global commerce activities by using UPS services.
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TRANSACTION PROCESS
- -> Approval Process
- Review
- Fritz shareholder vote
- Anticipate closing 2nd quarter of 2001
- -> Fritz becomes wholly owned subsidiary
Neither Fritz nor UPS anticipate any significant problems in this transaction
process. 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.
Closing of the acquisition is anticipated in the second quarter of 2001.
The Fritz business unit will report to Joe Pyne - Senior VP Corporate
Development
Dave Abney is the new business unit manager. He will work closely with Lynn
Fritz during the integration.
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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.
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[FRITZ COMPANIES LOGO]
UPS ACQUISITION
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