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UNITED STATES
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
March 1, 1998
(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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FORWARD LOOKING STATEMENTS
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THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996 PROVIDES A "SAFE
HARBOR" FOR FORWARD-LOOKING STATEMENTS. THE INFORMATION INCLUDED IN THIS FORM
8-K WITH RESPECT TO THE ULTIMATE AMOUNT OF NET PROCEEDS TO BE RECEIVED FROM THE
SALE OF THE ASSETS OF THE AVIATION DIVISION OF PS TRADING, INC. (PST) AND THE
FINAL GAIN OR LOSS, IF ANY, ON THE SALE AND THE SHUT-DOWN OF THIS DIVISION MAY
BE DEEMED TO BE FORWARD LOOKING. INVESTORS ARE CAUTIONED THAT ALL FORWARD-
LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED
TO UNCERTAINTIES IN ESTIMATING THE NET PROCEEDS AND FINAL GAIN OR LOSS, IF ANY,
FROM THE SALE OF THE ASSETS OF THE AVIATION DIVISION. SHOULD ANY OF SUCH RISKS
OR UNCERTAINTIES MATERIALIZE OR SHOULD OTHER ASSUMPTIONS PROVE INCORRECT, ACTUAL
RESULTS OR OUTCOMES MAY VARY MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD-
LOOKING STATEMENTS. PS GROUP HOLDINGS, INC. (THE COMPANY) DOES NOT UNDERTAKE TO
PUBLICLY UPDATE OR REVISE ITS FORWARD-LOOKING STATEMENTS.
ITEM 5. OTHER EVENTS
Effective March 1, 1998, PST, the fuel sales and distribution subsidiary of
the Company, sold the assets of the Aviation Division to Avfuel Corporation, the
largest independent supplier of aviation petroleum products and services in the
U.S. Avfuel is headquartered in Ann Arbor, Michigan. PST will continue to
operate its fuel storage and distribution facilities located on a few California
airports.
PST expects to receive net proceeds (after payment of outstanding
liabilities) of approximately $7 million primarily related to the sale and
collection of the Aviation Division's accounts receivable and the sale of its
fuel inventories. With the sale of the assets of the Aviation Division and the
previous sale of the assets of the Wholesale Division (in September 1997), PST
fuel sales activity will be treated as a discontinued operation for 1997. PST
estimates that the combined effects of this sale, the results of operations from
January 1, 1998 until the sale closed, and the shut-down costs will not result
in any material gain or loss. Due to weak fuel prices during much of 1997,
PST's fuel sales divisions recorded significant operating and net losses.
The Consolidated Financial Statements of the Company reflecting, among
other things the discontinuance of the fuel sales segment of PST, will be filed
with the Company's Form 10-K on or before March 31, 1998.
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: March 5, 1998
By: /s/ Lawrence A. Guske
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Lawrence A. Guske
Vice President - Finance and
Chief Financial Officer
