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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
December 10, 1996
(Date of earliest event reported)
PS GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7141 33-0692068
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
4370 La Jolla Village Drive, Suite 1050
San Diego, California 92122
(Address of principal executive offices and zip code)
(619) 642-2999
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
The Company has issued two press releases, each dated December 10,
1996. Both press releases are incorporated herein by reference, and a copy of
each is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
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ITEM 7. (c) EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press Release dated December 10, 1996
99.2 Press Release dated December 10, 1996
</TABLE>
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SIGNATURES
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.
PS GROUP HOLDINGS, INC.
(Registrant)
Date: December 11, 1996
By: /s/CHARLES E. RICKERSHAUSER, JR.
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Charles E. Rickershauser, Jr.,
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
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The following exhibits are hereby filed as part of this Form 8-K:
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<CAPTION>
Exhibit Page
Number Description Number
- - ------- ----------- ------
<S> <C> <C>
99.1 Press Release dated December 10, 1996
99.2 Press Release dated December 10, 1996
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EXHIBIT 99.1
NEWS RELEASE
[LOGO OF PS GROUP HOLDINGS]
FOR IMMEDIATE RELEASE
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PS GROUP HOLDINGS, INC. ANNOUNCES SPECIAL CASH DISTRIBUTION
SAN DIEGO, CA, DECEMBER 10, 1996 -- PS Group Holdings, Inc. (PSGH) reported its
directors approved a special cash distribution of $1.50 per common share to
shareholders of record on December 20, 1996. The special distribution will be
paid by check mailed on December 31, 1996. This distribution is a special
distribution and should not be interpreted as the adoption of a continuing
policy.
Since this special distribution will not be received by stockholders until 1997,
it will be treated as a 1997 distribution for income tax reporting purposes.
PSGH believes that there is a possibility that all or part of this distribution
constitutes a return of capital and will not be taxable as a dividend. The
detailed calculations supporting such treatment are complex and will not be
completed until PSGH files its 1996 tax returns in the fall of 1997. The final
treatment, in part, will be based upon operating results for the entire year
ending December 31, 1996. The 1997 Form 1099's advising as to taxability will
be issued in January 1998. As with all other tax matters, these calculations
are subject to review by the Internal Revenue Service. Stockholders should
consult their tax advisors with respect to this special distribution.
PSGH Common Stock Transfer Restrictions
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Effective with the holding company reorganization on June 5, 1996, certain
restrictions were imposed on the transfer of common shares of PSGH. In general,
and subject to an exemption for certain dispositions of shares by certain
persons who were "Preexisting 5-Percent Shareholders of PS Group, Inc." on
February 8, 1996 (as defined in the transfer restrictions), the transfer
restrictions prohibit, without prior approval of the Board of Directors, the
direct or indirect disposition or acquisition of any stock of PSGH by or to any
holder who owns, or would, as a result thereof, own (either directly or through
the tax attribution rules) 5% or more of the stock. These restrictions have been
imposed in order to help preserve PSGH's substantial net operating loss and
investment tax credit carry forwards and other tax benefits by decreasing the
risk of an "ownership change" for Federal income tax purposes.
CONTACT - LAWRENCE A. GUSKE, PS GROUP HOLDINGS, INC. - 619-642-2982
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EXHIBIT 99.2
NEWS RELEASE
[LOGO OF PS GROUP HOLDINGS]
FOR IMMEDIATE RELEASE
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PS GROUP HOLDINGS, INC. ANNOUNCES EXPANSION OF BOARD FROM SEVEN TO NINE AND
APPOINTS TWO NEW DIRECTORS
SAN DIEGO, CA, DECEMBER 10, 1996 -- PS Group Holdings, Inc. (PSGH) announced
today that its Board of Directors expanded its members from seven to nine.
William H. Borthwick, Esq. and Steven D. Broidy, Esq. were appointed as
additional directors. Mr. Borthwick will fill the vacancy in the class of
directors whose terms will expire at the 1998 Annual Meeting of Stockholders and
Mr. Broidy will fill the vacancy in the class of directors whose terms will
expire at the 1999 Annual Meeting of Stockholders.
Mr. Borthwick has been with the law firm of Hill, Farrer & Burrill LLP in Los
Angeles since 1974 focusing on commercial real estate matters. He has been a
partner since 1984 and was the firm's managing partner from 1987 to 1992.
Mr. Broidy has a long career in the banking industry starting in 1963 including
executive positions at Union Bank in Los Angeles and City National Bank in
Beverly Hills. He is currently on the board of directors of Sanwa Bank
California.
CONTACT - LAWRENCE A. GUSKE, PS GROUP HOLDINGS, INC. - 619-642-2982
