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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PS Group Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required
[X] 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:
PS Group Holdings, Inc. Common Stock
(2) Aggregate number of securities to which transaction applies: 6,068,313
(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): Cash merger
consideration of $12.00 will be exchanged for each of the 6,068,313
shares of PS Group Holdings, Inc. Common Stock. Fee calculated on the
basis of 1/50 of 1% of the aggregate merger consideration of
$72,819,756.
(4) Proposed maximum aggregate value of transaction: $72,819,756
(5) Total fee paid: $14,564
[X] 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: $14,564
(2) Form, Schedule or Registration Statement No.: Schedule 14a,
Preliminary Proxy Statement
(3) Filing Party: PS Group Holdings, Inc.
(4) Date Filed: January 21, 2000
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N E W S R E L E A S E
[PS GROUP HOLDINGS LOGO]
PS GROUP HOLDINGS COMPLETES DISPOSITION
OF ITS OIL AND GAS SUBSIDIARY
SAN DIEGO, CA -- March 21, 2000 -- PS Group Holdings, Inc. (NYSE:PSG)
announced today that it has completed its pending disposition of Statex
Petroleum, Inc., its Texas-based oil and gas exploration and distribution
subsidiary.
Statex was acquired by Statex Petroleum I, L.P., a newly-organized entity
formed by the two senior officers of the former Statex subsidiary and third
party investors. The initial purchase price consisted of $4.15 million in cash
(less $50,000 of transactional expenses). An additional $400,000 in cash is
payable over the next four quarters. Contingent payments of up to a maximum of
$1,300,000 are also potentially payable, as described in the company's
supplement dated March 13, 2000 to its proxy materials relating to its pending
merger with an affiliate of Integrated Capital Associates, Inc. In connection
with the closing of the Statex disposition, existing bank debt of $6.65 million
was retired with the proceeds of a new secured loan made to the buying entity by
International Bank of Commerce.
With the disposition of Statex, the company's oil and gas production and
development segment will be treated as a discontinued operation. The company
estimates that the combined effects of this disposition and the results of
operation of the segment from January 1, 2000 through March 21, 2000 will
result in a net loss from discontinued operations in 2000 of approximately
$900,000 or $(.15) per share.
As previously announced, stockholders of the company are scheduled to vote
on the pending merger with an affiliate of Integrated Capital Associates at the
reconvened special meeting to be held on March 23, 2000. If that transaction is
completed, stockholders will receive $12.00 per share in cash. The closing of
the Statex disposition has not affected the price or other terms of the merger
agreement.
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Contact: Lawrence A. Guske, PS Group Holdings, Inc., (858) 642-2982
