1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended AUGUST 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to______ Commission file number 0-20548 FRITZ COMPANIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-3083515 - -------------------------------- ----------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 706 Mission Street, Suite 900, San Francisco, California 94103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 904-8360 Not applicable - ------------------------------------------------------------------------------- Former name, former address and former fiscal year if changed from last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[X] Yes [ ] No As of August 31, 1997 there were 35,653,000 shares of common stock outstanding. ================================================================================ 2 FRITZ COMPANIES, INC. FORM 10-Q S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FRITZ COMPANIES, INC. Registrant Dated: September 30, 1997 /s/ Lynn C. Fritz ------------------------------------- Lynn C. Fritz Chairman and Chief Executive Officer /s/ Dennis L. Pelino -------------------------------------- Dennis L. Pelino President and Chief Operating Officer /s/ Robert Arovas -------------------------------------- Robert Arovas Executive Vice President and Chief Financial Officer /s/ Ronald W. Womack ------------------------------------- Ronald W. Womack Vice President of Finance and Principal Accounting Officer 3 FRITZ COMPANIES, INC. FORM 10-Q EXHIBIT INDEX EXHIBIT PAGE 10.31 Credit Facility dated July 19, 1996 between National Bank of Canada 15 and the Registrant totaling $30.0 million (Canadian dollars), principal repayable on demand, interest repayable on the 26th day of each month based on either the Canadian or American prime rate of the Bank. The Registrant has the option to set interest based on Libor, plus 75 basis points. Credit Facility borrowings are collateralized based on the Registrants net accounts receivable balance. 15 Letter regarding unaudited interim financial information 38 27 Financial Data Schedule