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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 21, 2001:
[FRITZ COMPANIES LOGO]
THE UPS ACQUISITION OF FRITZ
AN OVERVIEW FOR FRITZ CUSTOMERS
Month, day 2001
Feb 5, 2001 Version 4
Audience: Current or prospective Fritz customers
Original Presentation Prepared by: Fritz Marketing
Modifications done by: Chris Maiocco, Marketing/Sales Integration Mgr
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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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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UPS Acquisition
AGENDA
- Industry Situation
- UPS Overview
- Fritz Overview
- Transaction Plan
[FRITZ COMPANIES LOGO]
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Situation UPS Acquisition
THE TRANSPORTATION INDUSTRY IS
EXPERIENCING CHANGE
- Globalization
- Consolidation
- Significant advances in technology
[FRITZ COMPANIES LOGO]
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.
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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UPS Overview UPS Acquisition
AND CUSTOMER'S NEEDS ARE EVOLVING
- The need for broader portfolios
- Global coverage eIntegrated technology products
- Supply chain management expertise
- Flexibility to meet specific needs
[FRITZ COMPANIES LOGO]
Customers are looking for:
o Broader portfolios - more products with more options for them to choose
from
o Global coverage - the ability to ship anywhere anytime
o Integrated technology products - technology products that are integrated
with a customers work environment that makes their life easier when it
comes to shipping, tracking, optimizing transportation costs. These
technology products should have the ability to be integrated with their
back office systems
o Supply chain management expertise - the ability to give advice on what,
when, and how to ship given the customer's needs at the lowest possible
cost
o Flexibility - providers of transportation should be flexible enough to
meet the needs of the customer as their business grows and their needs
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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UPS Overview UPS Acquisition
UPS HAS POSITIONED ITSELF TO MEET THE NEEDS OF THE CUSTOMER
AND CHANGING MARKET CONDITIONS THROUGH ITS
- Leadership in its core business
- Continued international expansion
- Comprehensive logistics and financial solutions
- World class technology products
[FRITZ COMPANIES LOGO]
UPS `s mission is to enable global commerce. UPS fulfills this mission
through combining the movement of goods, information, and funds.
In combining the movement of goods, information, and funds, UPS is best
positioned to meet the needs of the customer while facing the challenges
of the market.
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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UPS Overview UPS Acquisition
...AND COMBINED WITH FRITZ, ONE OF THE BROADEST PORTFOLIOS
IN THE INDUSTRY
UPS Logistics Forwarding &
[PUZZLE PIECE] Clearance
FRITZ
[PUZZLE PIECE]
UPS Core
[PUZZLE PIECE]
UPS Capital Technology
[PUZZLE PIECE] [PUZZLE PIECE]
[FRITZ COMPANIES LOGO]
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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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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UPS Overview UPS Acquisition
UPS BRINGS OVER 90 YEARS OF EXPERIENCE IN ADDITION TO
- Premier brand
- World class technology
- Strong core business
- Financial strength
- Large global network
- Management skills
[FRITZ COMPANIES LOGO]
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.
UPS has developed a world class technology organization that is
recognized for its innovations. The strong brand image and advances in
technology help build upon its strong core business.
Being the leader in the transportation market, UPS is known for its
financial strength with revenues in excess of $29 Billion. In addition,
UPS has offices in over 200 countries.
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Fritz Overview UPS Acquisition
FRITZ BRINGS ITS MARKET LEADERSHIP ALONG WITH
- Industry expertise
- Global office network
- Distribution abilities
- Global technology expertise
- Carrier relationships
[FRITZ COMPANIES LOGO]
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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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Fritz Overview UPS Acquisition
IN ADDITION, FRITZ HAS A BROAD PORTFOLIO OF SERVICES BALANCED
ACROSS CUSTOMER NEEDS
[PIE CHART]
MM & D ....................... 21%
CUSTOMS CLEARANCE ............ 30%
AIR FREIGHT .................. 28%
OCEAN FREIGHT ................ 21%
(Percent of Net Revenue)
[FRITZ COMPANIES LOGO]
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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Fritz Overview UPS Acquisition
THE COMBINATION OF UPS AND FRITZ BRINGS TOGETHER EXPERIENCE,
SIZE, AND GLOBAL RESOURCES
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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[FRITZ COMPANIES LOGO]
UPS delivers packages each business day for 1.8 million shipping
customers to six million consignees. In 2000, UPS delivered an average
of 15 million pieces per day worldwide, generating revenue of over $29
billion. UPS operates within 200 countries and territories.
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Fritz Overview UPS Acquisition
THE ADVANTAGES FOR OUR CUSTOMERS INCLUDE
- A broader service portfolio
- World class technology
- Increase distribution capabilities
- Complete supply chain management
- Greater cost optimization
[FRITZ COMPANIES LOGO]
Our customers can expect to see a broader service portfolio and 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.
With technology, Fritz expects to continue the worldwide implementation
of GBS with the help 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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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Transaction UPS Acquisition
THE PROCESS MOVING FORWARD...
- Approval Process
- Review
- Fritz shareholder vote
- Anticipate closing 2nd quarter of 2001
- Fritz becomes wholly owned subsidiary of UPS
[FRITZ COMPANIES LOGO]
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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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.
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Transaction UPS Acquisition
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.
[FRITZ COMPANIES LOGO]
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[FRITZ COMPANIES LOGO]
UPS ACQUISITION
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6 February 2001 Ver 4 (C)2001 Fritz Companies, Inc.