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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
NOVEMBER 12, 1999
(Date of earliest event reported)
PS GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1-7141 33-0692068
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
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4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
SAN DIEGO, CALIFORNIA 92122
(Address of principal executive offices and zip code)
(858) 642-2999
(Registrant's telephone number)
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FORWARD-LOOKING STATEMENTS
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THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE
HARBOR" FOR FORWARD-LOOKING STATEMENTS. CERTAIN INFORMATION IN THIS FORM 8-K
MAY BE DEEMED TO BE FORWARD-LOOKING. FOR FURTHER INFORMATION WITH RESPECT TO
SUCH FORWARD-LOOKING STATEMENTS, AS WELL AS WITH RESPECT TO THE RISKS AND
UNCERTAINTIES ASSOCIATED THEREWITH, REFERENCE IS MADE TO THE INFORMATION SET
FORTH UNDER THE CAPTION "FORWARD-LOOKING STATEMENTS" IN EXHIBIT 99.1, WHICH
INFORMATION IS INCORPORATED BY REFERENCE HEREIN.
ITEM 5. OTHER EVENTS
Reference is made to the Company's press release dated November 15, 1999
(Exhibit 99.1; see Item 7 (c)) announcing the sale of one MD-80 aircraft by PS
Group, Inc., a wholly-owned subsidiary of the Company.
ITEM 7(c). EXHIBITS
Exhibit
Number Description
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99.1 Press Release issued by the Company dated November 15, 1999.
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.
Date: November 17, 1999
PS GROUP HOLDINGS, INC.
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(Registrant)
By: /s/ L. A. Guske
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Lawrence A. Guske
Vice President - Finance and
Chief Financial Officer and
Authorized Officer of the Registrant
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EXHIBIT 99.1
PS GROUP HOLDINGS, INC. REPORTS THE SALE OF ONE MD-80 AIRCRAFT BY ITS
SUBSIDIARY, PS GROUP, INC.
San Diego, CA, November 15, 1999 - PS Group Holdings, Inc. ("PSGH")
reported today that its subsidiary, PS Group, Inc., sold on November 12, 1999
one MD-80 aircraft (which is leased to US Airways, Inc.) to Finova Capital
Corporation. PSGH's fourth quarter 1999 results will include a net gain from
this sale of approximately $130,000 - $.02 per share. Net cash proceeds were
approximately $10.1 million. It is estimated that the tax gain from this sale
(which, because of prior accelerated tax depreciation, is substantially higher
than the book gain) will utilize approximately $2.7 million of PSGH's unused
investment tax credits ("ITC's"). PSGH currently estimates that, as of December
31, 1999, it will have approximately $7.9 million of unused ITC's, which expire,
if not used in the following years: $1.8 million in 2000; $2.9 million in 2001;
and $3.2 million in 2002.
PSGH COMMON STOCK TRANSFER RESTRICTIONS
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There are certain restrictions imposed on the transfer of common shares of
PSGH. In general, and subject to an exemption for certain dispositions of
shares by persons who were "pre-existing 5% shareholders" (as defined in PSGH's
Restated Certificate of Incorporation) on June 5, 1996, 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 upon such acquisition. These
restrictions were imposed in order to help preserve PSGH's net operating loss
carry forwards ("NOL's") and unused ITC's and other tax benefits by decreasing
the risk of an "ownership change" for federal income tax purposes. At the time
these restrictions were imposed, PSGH had substantial NOL's and unused ITC's.
It is estimated that with the sale of aircraft earlier in 1999, these NOL's have
been completely utilized, but unused ITC's and other tax benefits still remain.
The transfer restrictions, by their terms, are scheduled to expire immediately
following the conclusion of PSGH's Annual Meeting of Stockholders in the year
2000, unless the stockholders pass a resolution extending such expiration date.
FORWARD-LOOKING STATEMENTS
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THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE
HARBOR" FOR FORWARD-LOOKING STATEMENTS. CERTAIN INFORMATION INCLUDED IN THIS
RELEASE MAY BE DEEMED FORWARD-LOOKING, SUCH AS: THE AVAILABILITY OF CERTAIN TAX
BENEFITS, THE AMOUNT OF TAX BENEFITS THAT WILL BE USED WITH AIRCRAFT SALES IN
1999, AND THE ESTIMATED AMOUNTS OF REMAINING TAX BENEFITS AS OF DECEMBER 31,
1999. INVESTORS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO: THE EFFICACY OF THE TRANSFER
RESTRICTIONS ON PSGH'S COMMON STOCK IN PRESERVING PSGH'S REMAINING TAX BENEFITS,
PSGH'S ABILITY TO REALIZE SUCH BENEFITS, AND THE POSSIBLE EFFECT ON THE
AVAILABILITY OF SUCH BENEFITS IF STOCKHOLDERS OF PSGH DO NOT VOTE TO EXTEND SUCH
TRANSFER RESTRICTIONS BEYOND THEIR SCHEDULED EXPIRATION IN THE YEAR 2000; THE
POSSIBILITY THAT THE AMOUNT OF TAX BENEFITS ACTUALLY USED IN THE 1999 AIRCRAFT
SALES AND THE AMOUNTS OF REMAINING TAX BENEFITS AS OF DECEMBER 31, 1999 WILL BE
DIFFERENT THAN THE AMOUNTS ESTIMATED; THE IMPACT OF ECONOMIC CONDITIONS ON EACH
BUSINESS SEGMENT; THE IMPACT OF COMPETITION; THE IMPACT OF GOVERNMENTAL
LEGISLATION AND REGULATION AND POSSIBLE FUTURE CHANGES THEREIN; AND OTHER RISKS
DISCUSSED IN THIS PRESS RELEASE AND IN FILINGS PSGH HAS MADE WITH THE SECURITIES
AND EXCHANGE COMMISSION. 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. PSGH DOES
NOT UNDERTAKE TO PUBLICLY UPDATE OR REVISE ITS FORWARD-LOOKING STATEMENTS.
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CONTACT - LAWRENCE A. GUSKE, PS GROUP HOLDINGS, INC. - (858) 642-2982
