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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PS GROUP HOLDINGS, 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)(4) 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.
[_] 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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Notes:
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PS GROUP HOLDINGS, INC.
4370 La Jolla Village Drive, Suite 1050
San Diego, California 92122
619-642-2999
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders ("the 1999
Annual Meeting," which term includes any and all postponements and/or
adjournments) of PS Group Holdings, Inc., a Delaware corporation (the
"Company"), will be held at the Los Angeles Marriott - Downtown, located at 333
South Figueroa Street, Los Angeles, California, on Thursday, May 27, 1999, at
9:00 a.m., Pacific Time, for the following purposes:
1. To elect six directors to the Board of Directors of the Company
(the "Board"), to serve until the 2000 annual meeting of
stockholders and until their successors are elected and
qualified; and
2. To transact such other business as may properly come before the
1999 Annual Meeting.
Additional information regarding the matters to be voted upon at the 1999
Annual Meeting is contained in the Proxy Statement accompanying this Notice (the
"Proxy Statement"). The Proxy Statement forms a part of this Notice, and
stockholders are urged to read such information carefully.
The Board has fixed the close of business on April 12, 1999 (the "Record
Date") as the record date for the determination of stockholders entitled to
notice of and to vote at the 1999 Annual Meeting. Only those stockholders of
record as of the Record Date will be entitled to vote at the 1999 Annual
Meeting. A list of such stockholders will be open to examination by any
stockholder at the 1999 Annual Meeting and for a period of ten days prior to the
date of the 1999 Annual Meeting during ordinary business hours at the offices of
the Company's counsel, Heller Ehrman White & McAuliffe, located at 601 South
Figueroa Street, 40th Floor, Los Angeles, California 90017-5758.
The affirmative vote of a plurality of the shares of the common stock of
the Company ("Company Common Stock"), par value $1.00 per share, represented in
person or by proxy at the 1999 Annual Meeting is required to elect any of the
nominees for election to the Board.
By Order of the Board of Directors
/s/ Johanna Unger
Johanna Unger
Secretary
April 26, 1999
San Diego, California
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In order to assure that your shares of Company Common Stock are represented at
the 1999 Annual Meeting, please complete, date, sign, and mail the enclosed
proxy in the accompanying return-addressed envelope, which requires no postage
if mailed in the United States. If you later desire to revoke or change your
proxy for any reason, you may do so at any time before the voting takes place at
the 1999 Annual Meeting by delivering to the Company a written notice of
revocation or a duly executed proxy bearing a later date or by attending the
1999 Annual Meeting in person.
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<PAGE>
PS GROUP HOLDINGS, INC.
4370 La Jolla Village Drive, Suite 1050
San Diego, California 92122
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is being furnished by PS Group Holdings, Inc., a
Delaware corporation (the "Company"), to the holders ("Company Stockholders") of
the common stock of the Company ("Company Common Stock"), par value $1.00 per
share, in connection with the solicitation of proxies by the Board of Directors
of the Company (the "Board") for use at the Annual Meeting of Stockholders to be
held on Thursday, May 27, 1999, at 9:00 a.m., Pacific Time, and at any and all
postponements and/or adjournments thereof (the "1999 Annual Meeting"). See,
generally, "THE ANNUAL MEETING."
At the 1999 Annual Meeting, the holders of 6,068,313 shares of Company
Common Stock outstanding as of the close of business on April 12, 1999 (the
"Record Date") will be entitled to one vote per share. Such Company
Stockholders will be asked to elect all directors of the Company, with terms to
expire in 2000. Company Stockholders will also transact such other business as
may properly come before the 1999 Annual Meeting. See "THE ANNUAL MEETING,"
"ELECTION OF DIRECTORS," and "OTHER MATTERS."
This Proxy Statement and the accompanying proxy cards
are first being mailed to Company Stockholders
on or about April 26, 1999.
If you have any questions
or need assistance
completing your proxy card
please call:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue, New York, New York 10010
(212) 929-5500 (call collect)
or
call toll-free (800) 322-2885
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
THE ANNUAL MEETING..................................................... 1
Matters to be Considered.............................................. 1
Shares Outstanding and Entitled to Vote; Record Date.................. 1
Votes Required........................................................ 1
Voting, Solicitation, and Revocation of Proxies....................... 1
ELECTION OF DIRECTORS.................................................. 2
General............................................................... 2
Nominees for Director................................................. 2
Information Regarding the Board and its Committees.................... 3
Compensation of Directors............................................. 4
EXECUTIVE COMPENSATION................................................. 4
Report on Executive Compensation...................................... 4
Compensation Committee Interlocks and Insider Participation........... 5
Summary Compensation Table............................................ 6
Stock Options......................................................... 7
Retirement Benefits................................................... 7
Executive Employment Agreements....................................... 8
Stock Performance Graph............................................... 8
BENEFICIAL OWNERSHIP OF DIRECTORS AND OFFICERS......................... 10
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS......................... 11
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934... 12
OTHER MATTERS.......................................................... 12
Stockholder Proposals................................................. 12
Independent Auditors.................................................. 13
Other Matters......................................................... 13
</TABLE>
<PAGE>
THE ANNUAL MEETING
This Proxy Statement is being furnished to Company Stockholders in
connection with the solicitation of proxies by the Board for use at the 1999
Annual Meeting to be held at the Los Angeles Marriott - Downtown, located at 333
South Figueroa Street, Los Angeles, California, on Thursday, May 27, 1999, at
9:00 a.m., Pacific Time, and at any and all postponements and/or adjournments
thereof.
Matters to be Considered
At the 1999 Annual Meeting, Company Stockholders will be asked to (1) elect
six directors of the Company to serve until the 2000 annual meeting of the
Company's stockholders and until their successors are elected and qualified; and
(2) transact such other business as may properly come before the 1999 Annual
Meeting.
Shares Outstanding and Entitled to Vote; Record Date
Only the holders of record of the outstanding shares of Company Common
Stock on the Record Date will be entitled to notice of and to vote at the 1999
Annual Meeting. On the Record Date, there were 6,068,313 outstanding shares of
Company Common Stock. Holders of record of shares of Company Common Stock on
the Record Date will be entitled to one vote per share on any matter that may
properly come before the 1999 Annual Meeting.
Votes Required
A quorum, consisting of a majority of the shares of Company Common Stock
outstanding on the Record Date, must be present in person or by proxy before any
action may be taken at the 1999 Annual Meeting. The affirmative vote of a
plurality of shares of Company Common Stock represented at the 1999 Annual
Meeting in person or by proxy is required to elect any nominee for director.
Abstentions and broker "non-votes" will be considered in determining the
presence of a quorum at the 1999 Annual Meeting but they will not affect the
election of candidates for director.
As of the date of this Proxy Statement, directors of the Company as a group
(eight persons, six of whom are nominees for re-election as directors at the
1999 Annual Meeting) beneficially owned 622,127 shares of Company Common Stock,
which represented approximately 10.3% of the aggregate number of votes entitled
to be cast at the 1999 Annual Meeting. Such persons have indicated that they
intend to vote all such shares FOR each of the nominees for director listed in
this Proxy Statement.
Voting, Solicitation, and Revocation of Proxies
A proxy for use at the 1999 Annual Meeting accompanies this Proxy Statement
and is solicited by the Board. Any Company Stockholder who has given a proxy
may revoke it at any time prior to its exercise at the 1999 Annual Meeting by
(i) giving written notice of revocation to the Corporate Secretary of the
Company, (ii) properly submitting to the Corporate Secretary a duly-executed
proxy bearing a later date, or (iii) attending the 1999 Annual Meeting and
voting in person. Company Stockholders who have executed a proxy but intend to
vote in person are requested to so notify the Corporate Secretary prior to the
time of the 1999 Annual Meeting. All written notices of revocation and other
communications with respect to revocation of proxies should be addressed as
follows: Johanna Unger, Vice President, Controller, and Secretary, PS Group
Holdings, Inc., 4370 La Jolla Village Drive, Suite 1050, San Diego, California
92122. Attendance at the 1999 Annual Meeting will not, in and of itself,
constitute revocation of a proxy.
Shares of Company Common Stock represented by properly executed proxies, if
such proxies are received in time and not revoked, will be voted in accordance
with the instructions indicated on the proxies. If no instructions are
indicated, the proxies relating to shares of Company Common Stock will be voted
FOR each
1
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of the nominees for director listed below. If any other matters properly come
before the 1999 Annual Meeting (see "OTHER MATTERS"), the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in such manner as shall be determined by a majority of
the Board.
The Company will bear the costs of printing and mailing this Proxy
Statement as well as all other costs incurred in connection with the
solicitation of proxies from Company Stockholders on behalf of the Board. The
Company has retained MacKenzie Partners, Inc. to assist in the solicitation of
proxies and in the distribution of proxies and accompanying materials to
brokerage houses and institutions for an estimated fee of $7,500 plus expenses.
In addition, proxies may be solicited by mail, personal interview, telephone, or
telegraph by directors, officers, or employees of the Company and its
subsidiaries without additional compensation therefor. Arrangements also will be
made with brokerage houses, voting trustees, banks, associations, and other
custodians, nominees, and fiduciaries, who are record holders of the Company
Common Stock not beneficially owned by them, for forwarding such solicitation
materials to and obtaining proxies from the beneficial owners of such stock
entitled to vote at the 1999 Annual Meeting, and the Company will reimburse such
persons for their reasonable expenses incurred in so doing.
ELECTION OF DIRECTORS
General
Every member of the Board is elected annually. The directors elected at
the 1999 Annual Meeting will serve until the 2000 annual meeting of stockholders
and until their successors are elected and qualified.
It is intended that all proxies received from Company Stockholders will be
voted for the nominees named below, unless authority to do so is withheld. It
is not contemplated that any of the nominees will be unable to serve as a
director. However, if that contingency should occur prior to the 1999 Annual
Meeting, the holders of proxies reserve the right to substitute and vote the
shares represented by the proxies in favor of such nominee for another person
nominated by the Board. Information follows with respect to each nominee.
Nominees for Director
The Company currently has eight directors and prior to April 12, 1999 there
were nine directors. However, in order to reduce the Company's administrative
expenses, on March 25, 1999, the Board voted to reduce its size to six at the
1999 Annual Meeting and accordingly, it was decided that Messrs. Robert M.
Fomon, Gordon C. Luce, and Joseph S. Pirinea would not be nominees for re-
election. On April 12, 1999, Mr. Pirinea resigned from the Board, publicly
citing his view that the Board had failed to maximize stockholder value during
his tenure on the Board. In accordance with the requirements of the Securities
and Exchange Commission (the "SEC"), certain information is included in this
Proxy Statement with respect to all nine individuals who were directors of the
Company during 1998 whereas certain other information is only included with
respect to the six current directors who are standing for re-election at the
1999 Annual Meeting (the "Board Nominees"). The following information is
provided with respect to the Board Nominees:
WILLIAM H. BORTHWICK: Mr. Borthwick, 50, has been with the law firm of
Hill, Farrer & Burrill LLP since 1974 focusing on commercial real estate
matters. He has been a partner of that firm since 1984 and was its managing
partner from 1987 to 1992. Mr. Borthwick has been a director of the Company
since December 10, 1996.
STEVEN D. BROIDY: Mr. Broidy, 61, has had a career in the banking industry
since 1963 and currently serves on the board of directors of Sanwa Bank
California. He previously (from 1992 to 1995) served as Vice Chairman and a
director of City National Corp. (and its principal subsidiary, City National
Bank). Mr. Broidy has been a director of the Company since December 10, 1996.
J.P. GUERIN: Mr. Guerin, 69, is an investor. He has been Vice Chairman of
the Board since 1997, having previously served as Chairman of the PSG Board of
Directors (the "PSG Board") from 1985 until 1991 and Vice Chairman of the PSG
Board from 1991 to 1993. Mr. Guerin has been a director of the Company since
January 30, 1996,
2
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prior to the time that the Company became a publicly-traded corporation on June
5, 1996, in succession to PS Group, Inc. ("PSG"), pursuant to a holding company
reorganization (the "1996 Reorganization") in which PSG became a wholly-owned
subsidiary of the Company. He was a director of PSG from 1978 until the 1996
Reorganization was consummated. Mr. Guerin is also a director of Lee
Enterprises, Incorporated (newspaper publishing and television broadcasting) and
is a director and Vice Chairman of the Daily Journal Corporation (newspaper
publishing).
DONALD W. KILLIAN, JR.: Mr. Killian, 69, was in the private practice of law
from 1955 until his retirement in early 1997. Mr. Killian has been a director
of the Company since January 30, 1996 and was a director of PSG from 1993 until
the 1996 Reorganization was consummated. Mr. Killian is also a director of the
Daily Journal Corporation (newspaper publishing).
CHRISTOPHER H. B. MILLS: Mr. Mills, 46, has been Chief Executive Officer of
North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), a United
Kingdom publicly-traded investment company, since 1982. He is also the Chief
Investment Officer of J O Hambro Capital Management Limited, which manages
various investment funds and performs certain administrative services for
NASCIT. Mr. Mills has been a director of the Company since the 1996
Reorganization was consummated. Mr. Mills is also a director of the following
companies: Oak Industries Inc. (electronics); Horace Small Apparel p.l.c.
(textiles); Mid-States p.l.c. (autoparts distribution); Compass Plastics &
Technologies, Inc. (manufacturer of plastic components); and Denison Hydraulics,
Inc. (manufacturer of hydraulic pumps).
CHARLES E. RICKERSHAUSER, JR.: Mr. Rickershauser, 70, has been Chairman of
the Board, Chief Executive Officer and a director of the Company since January
15, 1996, Chairman of the PSG Board since 1991, a director of PSG since 1984 and
Chief Executive Officer of PSG since October 1994. Mr. Rickershauser is also a
director of City National Corp. (and its principal subsidiary, City National
Bank) and Lee Enterprises, Incorporated (newspaper publishing and television
broadcasting).
Information Regarding the Board and its Committees
The Board met four times during 1998 and each Board Nominee attended all of
these meetings.
The Board has standing Executive and Audit Committees. The Board sitting
as a committee of the whole acts as the Compensation Committee (see "EXECUTIVE
COMPENSATION"). The Company has no nominating committee.
During 1998, the Executive Committee was comprised of Messrs. Guerin
(Chairman), Rickershauser, and Luce. Subject to certain limitations, the
Executive Committee has the authority to exercise the powers of the Board in the
management of the business and affairs of the Company in the absence of the full
Board. The Executive Committee did not meet in 1998.
During 1998, the Audit Committee was comprised of Messrs. Guerin
(Chairman), Killian, and Luce. The Audit Committee recommends to the Board for
its nomination independent auditors to audit the consolidated financial
statements of the Company, and reviews and approves the overall scope and
adequacy of the independent and internal audit reports and the proposed form of
the Company's consolidated financial statements. The Audit Committee also
reviews the results, findings, and recommendations of audits performed by the
independent auditors and the internal audit department, the system of internal
accounting controls, the significant accounting policies of the Company as they
apply to its consolidated financial statements, the audit fees to be paid to the
independent auditors, and the nature of non-audit services performed by the
independent auditors. In addition, the Audit Committee supervises and monitors
the Company's reporting obligations under the Securities Exchange Act of 1934
and the requirements of the New York Stock Exchange. The Audit Committee met
three times during 1998 and each Board Nominee who was a member attended all of
these meetings.
3
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Compensation of Directors
Directors are paid an annual fee of $12,500 plus a fee of $1,000 for each
meeting of the Board attended or $350 for attendance by telephone. For
attendance at each meeting of a committee of the Board which is not held on a
day on which the Board meets, member directors or those attending by invitation
are also paid $1,000 for attendance in person or $350 for attendance by
telephone. The Chairman of the Board and Chief Executive Officer is paid an
additional annual salary of $115,000 and certain other amounts (see "EXECUTIVE
COMPENSATION") and the Chairman of the Executive and Audit Committees is paid an
additional annual fee of $25,000.
EXECUTIVE COMPENSATION
Report on Executive Compensation
General. Under rules established by the SEC, the Company is required to
provide certain data and information regarding the compensation and benefits
provided to the Chief Executive Officer and the other executive officers of the
Company. The disclosure mandated by the SEC requires the use of certain tables
along with this Report explaining the underlying reasons for certain
compensation decisions affecting those individuals. The Company's executive
compensation program is administered by the Board sitting as a committee of the
whole. In compliance with SEC requirements, the Compensation Committee has
prepared this report for inclusion in this Proxy Statement. For purposes of
this Report and the balance of the information in this Proxy Statement relating
to executive compensation, the term "Company" includes PSG to the extent
appropriate to reflect the fact that PSG, not the Company, pays all compensation
to, and is the sponsor of all benefit plans covering, the Company's executive
officers, each of whom is an employee of PSG, and that PSG is the party to the
agreements referred to under "Executive Employment Agreements."
Commencing in 1994, the maximum amount for which an employer may claim a
compensation deduction pursuant to Section 162(m) of the Internal Revenue Code
of 1986, as amended, is $1 million per person, unless certain performance-
related compensation exemptions are met. Since it is unlikely that any officers
of the Company will receive in excess of $1 million in aggregate compensation a
year in the near future, the Compensation Committee has deferred consideration
of this provision.
Compensation Philosophy. This Report reflects the Company's compensation
philosophy and also reflects the underlying reasoning for the information set
forth in the compensation tables accompanying this Report. Mr. Rickershauser,
Chairman of the Board, also provides part-time services as Chief Executive
Officer of the Company. Mr. Rickershauser's compensation is established by the
Compensation Committee as reflective of the value of the part-time services he
provides to the Company and is not tied to the criteria set forth herein for
determining the compensation to be paid to full-time officer employees of the
Company.
The Company's executive compensation program is designed to retain its key
executive officers. The package consists of a base salary and an annual
discretionary bonus. The Company's goal is to provide base compensation
commensurate with an individual's level of experience, responsibility, and past
performance yet at a conservative level so that a significant portion of an
executive officer's compensation opportunities can be based on individual
performance in a fiscal year. Each of the Company's two full-time officers also
has an employment contract prohibiting reductions in base pay from that last
established. Discretionary bonuses are awarded annually if the Board believes
an individual officer's performance in his or her particular area of
responsibility so merits. Individual officer performance is measured primarily
by how effectively the individual officer performed his or her assigned job.
Compensation for 1998 was not tied to the Company's operating results. It is
anticipated that unless the Company's performance were to deviate substantially
from the Company's internally projected results, the Company's performance will
not be taken into account in determining the compensation of executive officers.
4
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Base Salaries. Mr. Rickershauser has been the Chairman of the Board, Chief
Executive Officer and a director of the Company since January 30, 1996, Chairman
of the PSG Board since 1991 and Chief Executive Officer of PSG since October
1994. Mr. Rickershauser performs the duties of Chief Executive Officer on a
part-time basis. In setting his 1998 compensation, the Compensation Committee
considered the time which Mr. Rickershauser expected to devote to the Company's
affairs, taking into account a substantial increase in the amount of time he has
devoted to the affairs of the Company over the past several years. The
Compensation Committee did not tie Mr. Rickershauser's 1998 compensation to the
Company's performance.
The other two executive officers of the Company are Lawrence A. Guske, Vice
President-Finance and Chief Financial Officer, and Johanna Unger, Vice
President, Controller, and Secretary. Mr. Guske and Ms. Unger received annual
pay increases of $6,650 and $5,650, respectively, in March 1999 (effective
January 1, 1999). These were primarily designed to help their salaries remain
competitive and keep pace with inflation.
Annual Discretionary Bonuses. The executive officers are eligible to
receive bonuses based upon individual performance. Bonuses are normally awarded
in March of each year to reflect performance for the prior year. The
Compensation Committee has specifically elected not to establish defined
criteria on which bonus compensation will be based but has instead elected to
maintain a subjective approach to bonus compensation based on a post hoc review
of the prior year's performance by each officer. In March 1999, the two full-
time executive officers were awarded discretionary bonuses of $75,000.
Long-Term Incentive Program. There is currently no long-term incentive
program in place for executive officers of the Company.
Members of the Compensation Committee
William H. Borthwick
Steven D. Broidy
Robert M. Fomon
J.P. Guerin
Donald W. Killian, Jr.
Gordon C. Luce
Christopher H. B. Mills
Joseph S. Pirinea
Charles E. Rickershauser, Jr.
Compensation Committee Interlocks and Insider Participation
The Board sits as a Compensation Committee of the whole with respect to
executive compensation matters, except that Mr. Rickershauser was not present
during discussions regarding, nor did he vote on, compensation matters
concerning himself. Mr. Rickershauser did participate in discussions regarding
compensation of executive officers other than himself. See "Report on Executive
Compensation."
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Summary Compensation Table
The following table shows the compensation as of the end of each of the
last three years ending December 31, 1998 of (i) the Company's Chief Executive
Officer and (ii) the two current executive officers (collectively with the Chief
Executive Officer, the "Named Executive Officers"). The table reflects the
period prior to the consummation of the 1996 Reorganization during which the
Company either did not exist or was an inactive subsidiary of PSG.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------- All Other
Name and Principal Position Year Salary Bonus Compensation(4)
--------------------------- ---- ------ ----- --------------
(a) (b) (c) (d) (i)
<S> <C> <C> <C> <C>
Charles E. Rickershauser, Jr........................ 1998 $140,450(1) $ - $21,473(5)
Chairman of the Board and 1997 140,275(1) - 21,384
Chief Executive Officer 1996 138,900(1) - 21,356
Lawrence A. Guske................................... 1998 192,450(2) 75,000(3) 6,509(6)
Vice President-Finance and 1997 183,413(2) 75,000(3) 6,104
Chief Financial Officer 1996 176,215(2) 50,000(3) 5,763
Johanna Unger....................................... 1998 160,950(2) 75,000(3) 5,910(6)
Vice President, Controller, 1997 153,465(2) 75,000(3) 5,628
and Secretary 1996 148,215(2) 50,000(3) 5,081
</TABLE>
(1) Includes fees paid to Mr. Rickershauser as a director, amounts deferred
pursuant to Section 401(k) of the Tax Code, and cash payments designated as
automobile allowances.
(2) Includes amounts deferred pursuant to Section 401(k) of the Tax Code and
cash payments designated as automobile allowances.
(3) Bonuses earned for calendar years 1996, 1997, and 1998 were actually
awarded and paid in January 1997, March 1998, and March 1999, respectively.
(4) The Company's contribution to each executive officer's 401(k) plan is
included in "All Other Compensation." The amount of the 401(k)
contribution by the Company in 1998 was $4,284 for Mr. Rickershauser and
$4,800 for each of the other Named Executive Officers.
(5) For Mr. Rickershauser, $17,189 is included for life insurance premiums for
1998. Under a Split Dollar Life Insurance Agreement entered into in 1991
between PSG and Mr. Rickershauser's daughter, the Company had agreed to pay
premiums on a life insurance policy covering Mr. Rickershauser for a period
of six years beginning in 1992 and the first six premiums so paid were to
be reimbursed to the Company out of any death benefits paid under such
insurance. At the direction of the Board, the Company paid the premium for
1998. Under an Amended and Restated Split Dollar Life Insurance Agreement
entered into as of January 1, 1999, PSG agreed to continue to pay annual
premiums on a life insurance policy covering Mr. Rickershauser for as long
as he is employed by the Company. In the event of Mr. Rickershauser's
death while he is still employed by the Company, PSG will be entitled to
receive from the proceeds of the policy an amount equal to the lesser of
(x) the cumulative premiums it has paid and (y) such amount as will not
result in the proceeds of the policy that are received by Mr.
Rickershauser's daughter being less than $400,000 (in the event of Mr.
Rickershauser's death when he is no longer employed by the Company, this
amount changes to $200,000).
(6) For Mr. Guske and Ms. Unger, $1,709 and $1,110, respectively, is included
in 1998 to reflect term life insurance coverage purchased by the Company.
6
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Stock Options
The Company does not maintain any stock option plan.
Retirement Benefits
The Company maintains an unfunded retirement plan (the "Retirement Plan")
providing retirement benefits for its officers. The only officers currently
participating in, and accruing benefits under, the Retirement Plan are Mr. Guske
and Ms. Unger. The normal retirement benefit under the Retirement Plan is a
straight life annuity commencing at age 60 with monthly payments equal to 2.5%
of compensation for each year of service up to 20 years plus 2% of compensation
for each year of additional service up to five years. The term "compensation,"
for this purpose, means the average monthly compensation received for the 60
consecutive calendar months during the last 120 months in which the participant
had the highest compensation. "Compensation" includes base salary and bonuses.
A participant may elect to receive his or her benefits in one of certain annuity
forms, each of which is the actuarial equivalent of a straight life annuity.
A participant who reaches his or her "early retirement date" may choose to
retire and to receive an early retirement benefit equal to the normal retirement
benefit subject to certain reductions. A participant generally reaches his or
her early retirement date at age 55, but may have an early retirement date as
early as age 50 if either the Company consents or the Company consummates
certain merger or consolidation transactions. A participant whose employment
with the Company terminates before he or she reaches his or her early retirement
date will receive a normal retirement benefit on reaching age 60, or an early
retirement benefit on reaching his or her early retirement date, based on his or
her years of service at termination of employment.
Benefits payable under the Retirement Plan are not offset or reduced by
Social Security benefits, but are reduced by the actuarial equivalent of the
lump sum payments which the participants received upon the termination in 1988
of the qualified defined benefit pension plan which PSG formerly maintained, and
which covered most of its employees, including the participants.
For illustrative purposes only, the following table provides examples of
the annual benefits payable under the Retirement Plan as a straight life annuity
at age 60.
Pension Plan Table
Years of Service
_________________________________
"Compensation" 20 25 and over
________________________ ______________ ________________
$150,000 $ 75,000 $ 90,000
175,000 87,500 105,000
200,000 100,000 120,000
225,000 112,500 135,000
250,000 125,000 150,000
300,000 150,000 180,000
Mr. Guske and Ms. Unger have approximately 29 and 20 years of service,
respectively. All amounts listed in the Summary Compensation Table are included
in "Compensation" for purposes of the Pension Plan Table, except that automobile
allowances included under "Salary" in the summary Compensation Table and all
amounts shown under "All Other Compensation" in the Summary Compensation Table
are excluded.
In addition to retirement benefits, the Retirement Plan provides a
disability benefit equal to 60% of regular salary, excluding bonuses, and less
other long-term disability and Social Security benefits which may be payable,
continuing for the number of years equal to the number of years of service as an
employee. Thereafter, the monthly
7
<PAGE>
benefit is reduced to an amount which is the greater of (a) 40% of regular
salary, (b) $3,000, or (c) the amount to which the disabled participant would be
entitled as a normal retirement benefit at age 60. The benefit continues until
the earlier of age 60, the date benefits cease under any other long-term
disability plan, or death. In addition, the years of service while disabled are
counted toward a retirement benefit, but are limited to the number of years of
service accumulated at the time of disability. The Retirement Plan also provides
a survivor's benefit if the participant dies while employed by the Company or
PSG as an officer and leaves a surviving spouse or dependent children under the
age of 22.
Prior to the 1996 Reorganization, PSG had agreed to accrue an unfunded
retirement benefit for Mr. Rickershauser of $50,000 per year, plus accrued
interest thereon (based on the rate paid on one-year U.S. Treasury Bills as of
January 1 of each calendar year), for each year he served as Chairman of the PSG
Board. On March 23, 1998, with the approval of the Board, PSG and Mr.
Rickershauser entered into an Amended and Restated Executive Retirement
Agreement, which augmented Mr. Rickershauser's accrued retirement benefit to
$100,000 for 1998. On March 25, 1999, with the approval of the Board, PSG and
Mr. Rickershauser entered into a Further Amended and Restated Executive
Retirement Agreement, which augmented Mr. Rickershauser's accrued retirement
benefit to $100,000 for 1999. Under the Further Amended and Restated Executive
Retirement Agreement, PSG will record a liability, to which will be credited:
(a) the amount of Mr. Rickershauser's unfunded retirement benefit (including
interest thereon) accrued through December 31, 1996; (b) $50,000 as of December
31, 1996, bringing Mr. Rickershauser's accrued retirement benefit for 1996 from
the $50,000 accrued under a prior arrangement between PSG and Mr. Rickershauser
to a total of $100,000; (c) $100,000 for each calander year beginning with
calendar year 1997 (credited to the account, ratably, on a monthly basis); and
(d) interest during each calendar year beginning in 1997 compounded daily at the
rate paid on one-year U.S. Treasury Bills as of January 1 of such calendar year,
with such interest continuing to accrue until Mr. Rickershauser becomes entitled
to payment (the accrual under (c) or (d) above, as applicable, for the year in
which Mr. Rickershauser no longer serves as either Chairman of the Board or
Chief Executive Officer of the Company will be prorated on the basis of the
number of months served that year). Mr. Rickershauser becomes entitled to
payment on the later of June 30, 2001, or the date on which he no longer
performs services either as Chairman of the Board or Chief Executive Officer of
the Company. The benefits will be paid in one of the annuity forms available to
participants under the Retirement Plan, as elected by Mr. Rickershauser. Each
of these forms of benefit will be the actuarial equivalent of the balance in the
account when Mr. Rickershauser becomes entitled to payment.
Executive Employment Agreements
Executive employment agreements have been entered into with Mr. Guske and
Ms. Unger. The agreements are for continually renewing one-year periods.
Compensation to be paid to each of them is to be determined by the Board but is
not to be less than the amount last established by the Board. The annual salary
for each of them last established in March 1999 was as follows: Mr. Guske,
$192,500 and Ms. Unger, $160,000. Under their respective employment agreements,
the Company has agreed to continue for a one-year period their then-current
compensation if either of them is terminated without cause or resign because
certain provisions of their respective agreements have not been complied with by
the Company. In the event they are terminated as a result of a change in
control of the Company or PSG, they will be entitled to severance pay equal to
two years at their then-current compensation. Retirement benefits continue to
accrue during such periods.
Stock Performance Graph
The following performance graph compares the five-year cumulative total
stockholder returns (assuming reinvestment of dividends) realized by Company
Stockholders with the S&P 500 Index and the Russell 2000 Index. The performance
graph assumes $100 is invested in Company Common Stock (or, before June 5, 1996,
the Common Stock of PSG ("PSG Common Stock")), the S&P 500 Index and the Russell
2000 Index (which measures the performance of a broad range of companies with
lower market capitalization, such as the Company, than those companies included
in the S&P 500 Index), and that dividends and special cash distributions paid
during the five years ending December 31, 1998 were reinvested when paid to
purchase additional shares.
8
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Plot points for Performance Graph:
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PS Group Holdings, Inc. 100 81.308 91.589 127.798 157.923 148.448
S&P 500 100 101.322 139.365 171.350 228.498 293.793
Russell 2000 100 96.817 122.190 140.226 169.001 163.177
</TABLE>
9
<PAGE>
BENEFICIAL OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of the date of this Proxy Statement, the
number of shares of Company Common Stock (the only class of equity security of
the Company) beneficially owned by each current member of the Board (8)
including the Board Nominees, by each Named Executive Officer, and by all
current officers, all current directors (including Board Nominees) as a group.
<TABLE>
<CAPTION>
Common Stock Percent of
Beneficially Common
Name Owned (1) Stock
____ ___________ __________
<S> <C> <C>
William H. Borthwick............................................ 1,000 *
Steven D. Broidy................................................ 4,100 (2) *
Robert M. Fomon (7)............................................ 281 *
J.P. Guerin..................................................... 319,693 (3) 5.3
Lawrence A. Guske............................................... 7,500 *
Donald W. Killian, Jr........................................... 1,600 (4) *
Gordon C. Luce (7).............................................. 153 (5) *
Christopher H. B. Mills......................................... 291,300 (6) 4.8
Charles E. Rickershauser, Jr.................................... 4,000 *
All current officers, directors, and nominees as a group........ 629,627 10.4
</TABLE>
________________
* Less than one percent
(1) Includes shares deemed beneficially owned as defined in applicable rules of
the Securities and Exchange Commission, whether or not interest in such
shares is disclaimed by the nominee. Unless otherwise disclosed,
beneficial ownership is direct and the person indicated has sole voting and
dispositive power over the shares of Company Common Stock listed.
(2) These shares are held by the Broidy Revocable Trust, of which Mr. Broidy is
a Trustee and beneficiary.
(3) Includes (i) 12,358 shares owned by Mr. Guerin's wife, (ii) 50,714 shares
and 100,000 shares in the John Patrick Guerin Trust and Guerin Family
Trust, respectively, of each of which Mr. Guerin is a Trustee and
beneficiary, and (iii) 156,621 shares in the J. Patrick Guerin III Trust,
of which Mr. Guerin is a Trustee but in which he has no beneficial
interest. The shares held by the John Patrick Guerin Trust and Guerin
Family Trust are pledged as collateral under Mr. Guerin's personal line of
credit with a bank, which bank thereby has or shares dispositive power with
respect to such shares.
(4) These shares are held by the Killian Family 1987 Trust, of which Mr.
Killian is a Trustee and beneficiary.
(5) These shares are held by the Luce Family Trust, of which Mr. Luce is a
Trustee and beneficiary.
(6) Mr. Mills does not directly beneficially own any shares of Company Common
Stock. The shares of Company Common Stock included in the table represent
shares held by NASCIT (see "ELECTION OF DIRECTORS -Nominees for Director").
Mr. Mills is the Chief Executive Officer of NASCIT and has shared voting
and dispositive power over the shares owned by NASCIT. Accordingly, Mr.
Mills may be deemed to indirectly beneficially own shares owned by NASCIT.
Mr. Mills disclaims beneficial ownership of any such shares.
(7) Is not standing for re-election at the 1999 Annual Meeting (see "ELECTION
OF DIRECTORS - Nominees for Directors").
(8) Ownership information with respect to Mr. Pirinea is not included since he
resigned on April 12, 1999.
10
<PAGE>
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to all persons
known to the Company to be the beneficial owners of more than five percent of
Company Common Stock (the only class of equity security of the Company) as of
the Record Date.
<TABLE>
<CAPTION>
Name and Address Common Stock Percent of
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ ------------
<S> <C> <C>
Berkshire Hathaway Inc.(1)....................... 1,208,039 19.9
1440 Kiewit Plaza
Omaha, Nebraska 68131
ESL Partners, L.P.(2)............................ 1,198,970 19.7
115 East Putnam Avenue
Greenwich, Connecticut 06830
J.P. Guerin(3)................................... 319,693 5.3
355 South Grand Avenue
Los Angeles, California 90071
</TABLE>
__________
(1) Ownership information obtained from Berkshire Hathaway Inc. ("Berkshire")
Schedule 13D dated December 14, 1990 (the "Berkshire 13D"). The Berkshire
13D was also filed on behalf of Warren E. Buffet, who may be deemed to
control Berkshire, and the following subsidiaries of Berkshire (the amount
of Company Common Stock reported to be owned by each such subsidiary in the
Berkshire 13D is shown in parentheses following the respective subsidiary's
name): National Indemnity Company (579,957); National Liability & Fire
Insurance Company (330,475); Columbia Insurance Company (197,600); and
National Fire and Marine Insurance Company (100,000). Berkshire exercises
shared voting and dispositive power over all shares listed. In connection
with a 1990 amendment to PSG's Rights Agreement dated as of June 30, 1986
(the "PSG Rights Plan") (the PSG Rights Plan ceased to be in effect upon
consummation of the Reorganization and the Company has no similar plan)
permitting Mr. Buffett, Berkshire, and their respective affiliates to
acquire up to 45% of PSG Common Stock without triggering the provisions of
the PSG Rights Plan, Berkshire entered into an agreement with PSG dated
December 13, 1990 (the "Berkshire Agreement") that: (i) it would vote all
shares of PSG Common Stock owned by it or by its subsidiaries in excess of
22.5% of the outstanding PSG Common Stock in the same proportion as all
other shares of PSG Common Stock (including the shares owned by Berkshire
not in excess of 22.5%, as to the voting of which Berkshire and its
subsidiaries were not restricted by the Berkshire Agreement) were voted in
connection with all matters on which shares of PSG Common Stock were voted;
(ii) it would not sell any shares of PSG Common Stock owned by it in any
transaction if it knew, following reasonable inquiry, that as a result of
such transaction any purchaser would be the "Beneficial Owner" (as defined
in the PSG Rights Plan) of a number of shares of PSG Common Stock
sufficient to make such purchaser an "Acquiring Person" as defined in the
PSG Rights Plan; (iii) it would not make any further purchases of shares of
PSG Common Stock following receipt of notice from PSG that further
purchases of such shares by it might have caused the de-listing of PSG
Common Stock on the NYSE; (iv) it would not be a "participant," as defined
in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in any proxy solicitation in opposition to a solicitation
by PSG involving the election or removal of PSG directors nor solicit,
within the meaning of Rule 14a-1(1), any proxy in connection with any other
matter on which a vote of PSG shareholders was taken if such solicitation
was in opposition to any proposal or position approved by the Board; (v) it
would not be a member of an Exchange Act Section 13(d) group (other than
one composed solely of itself and its affiliates) with respect to any
securities of PSG; and (vi) it would cause its subsidiaries owning shares
of PSG Common Stock to comply with the same obligations as itself. Mr.
Buffett agreed (the "Buffett Commitment") with PSG in his individual
capacity to execute a similar agreement before purchasing any shares of PSG
Common Stock for his own account and not to make any such purchases while
Berkshire owned any shares of PSG Common Stock. There has been no
discussion between the Company and Mr. Buffett or Berkshire with respect to
the application of the Berkshire Agreement or the Buffett Commitment
11
<PAGE>
to the 1996 Reorganization and the conversion therein of PSG Common Stock
to Company Common Stock. Berkshire and Mr. Buffett are precluded from
buying additional shares of Company Common Stock under, and subject to the
exemptions set forth in, the transfer restrictions imposed by Article XI of
the Restated Certificate (the "Transfer Restrictions") so long as the
Transfer Restrictions are in effect.
(2) Ownership information obtained from Amendment No. 12, dated May 21, 1996,
to Schedule 13D dated December 10, 1993 and prior amendments thereto,
wherein it is reported that ESL Partners, L.P. exercises sole voting and
dispositive power over all shares.
(3) See footnote (3) to the table set forth under the caption "BENEFICIAL
OWNERSHIP OF DIRECTORS AND OFFICERS."
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC and the NYSE
initial reports of ownership and reports of changes in ownership of equity
securities of the Company. Directors, executive officers, and greater than ten-
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and, in the case of its directors and executive
officers, written representations that no other reports were required, during
the Company's fiscal year 1998 all Section 16(a) filing requirements applicable
to its officers, directors, and greater than ten-percent beneficial owners were
met, except that Mr. Pirinea was two months late in reporting a January 1998
sale of 2,225 shares of Company Common Stock.
OTHER MATTERS
Stockholder Proposals
Under the Company's Restated By-Laws, as amended, nominations for election
to the Board and proposals for other business to be transacted by the
stockholders at an annual meeting of stockholders may be made by a stockholder
(as distinct from the Company) only if such stockholder was a stockholder of
record at the time of the giving of a required notice, is entitled to vote at
the meeting and has given the required notice. In addition, business other than
a nomination for election to the Board must be a proper matter for stockholder
action under the Delaware General Corporation Law. The required notice must be
in writing, must contain specified information, and must be delivered to the
Company's principal executive offices not less than 90 days prior to the first
anniversary of the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than 30 days
prior to, or delayed by more than 60 days after, such anniversary, the notice,
to be timely, must be so delivered by the close of business on the later of the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first required.
Separate and apart from the required notice described in the preceding
paragraph, the rules promulgated by the SEC under the Exchange Act (the "SEC
Stockholder Proposal Rules") entitle a Company Stockholder to require the
Company to include a stockholder proposal in the proxy materials distributed by
the Company. However, the SEC Stockholder Proposal Rules do not require the
Company to include in its proxy materials any nomination for election to the
Board (or any other office with the Company), impose certain other limitations
on the content of a stockholder proposal, and also contain certain eligibility,
timeliness, and other requirements (including the requirement that the proponent
must have continuously held at least $2,000 in market value or 1% of Company
Common Stock for at least one year before the proposal is submitted by the
proponent). To be considered as satisfying the timeliness requirement
12
<PAGE>
of the SEC Stockholder Proposal Rules in connection with the proxy materials to
be distributed by the Company with respect to the 2000 Annual Meeting,
stockholder proposals must be submitted to the Secretary of the Company at the
Company's principal offices not later than December 27, 1999.
Independent Auditors
Ernst & Young LLP were the Company's auditors for 1998 and have been
appointed to serve as auditors during 1999. A representative of Ernst & Young
LLP is expected to be present at the 1999 Annual Meeting with the opportunity to
make a statement if the representative desires to do so and to be available to
respond to appropriate questions.
Other Matters
The Board is not aware of any matters to be brought before the 1999 Annual
Meeting other than as stated in the Notice of Annual Meeting attached to this
Proxy Statement. However, if any other matters come before the meeting, it is
the intention of the proxy holders to vote in their discretion on such matters
pursuant to such proxy except as otherwise stated under "THE ANNUAL MEETING--
Voting, Solicitation, and Revocation of Proxies."
By Order of the Board of Directors
/s/ Johanna Unger
JOHANNA UNGER
Secretary
Dated: April 26, 1999
13
<PAGE>
________________________________________________________________________________
PROXY
PS GROUP HOLDINGS, INC.
ANNUAL MEETING THURSDAY, MAY 27, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints LAWRENCE A. GUSKE and JOHANNA UNGER, and
each of them, proxies, with power of substitution, to vote all shares which
the undersigned is entitled to vote at the Annual Meeting of Stockholders
of PS Group Holdings, Inc. called to be held at the Los Angeles Marriott
Downtown, 333 South Figueroa Street, Los Angeles, California, on Thursday,
May 27, 1999, at 9:00 a.m. local time and any and all postponements and/or
adjournments.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEM 1
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
Your vote is important to us.
Please sign and date your proxy
on the reverse side of this card.
<PAGE>
<TABLE>
<S> <C>
Please specify your choices by marking the appropriate box(es) below. If no designation is made, Please mark your [X]
your proxy will be voted FOR Item 1. votes as indicated
The Board of Directors Recommends Voting FOR Item 1. in the example
Item 1. ELECTION OF DIRECTORS
FOR WITHHELD WITHHELD FOR: (Write that nominee's name in the
[_] [_] space provided below.)
_______________________________________________
Nominees:
William H. Borthwick, Steven D. Broidy, J.P. Guerin, Donald W.
Killian, Jr., Christopher H.B. Mills, Charles E. Rickershauser, Jr.
Item 2. By executing this proxy, the undersigned hereby authorizes the proxy
holders to vote upon such other business as may properly come before the
meeting, or any postponement or adjournment thereof, as to which the
undersigned hereby confers discretionary authority upon said proxies. I PLAN TO ATTEND THE MEETING [_]
IMPORTANT: Please sign exactly as name or names appear hereon.
If signed as executor, trustee or other fiduciary, give your full title as
such.
Dated: ___________________________________________________________________, 1998
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature
</TABLE>
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE U.S.A.
. FOLD AND DETACH HERE .
<PAGE>
PS Group Holdings, Inc.
Even if you plan to join us at the meeting,
Please . . .
Sign, date, and return your proxy
in the enclosed, postage paid envelope.
Thank You
