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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:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement 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 IN TENTATIVE SETTLEMENT OF LITIGATION CHALLENGING ITS
PROPOSED ACQUISITION BY AN AFFILIATE OF INTEGRATED CAPITAL ASSOCIATES
TERMINATION FEE LOWERED BY 50%; SUPPLEMENTAL PROXY MATERIAL TO BE
DISTRIBUTED SHORTLY; STOCKHOLDER VOTE DEFERRED UNTIL MARCH 23
San Diego, CA -- March 8, 2000 -- PS Group Holdings, Inc. (NYSE:PSG)
announced today that it has reached a tentative settlement of litigation
challenging its proposed acquisition by an affiliate of Integrated Capital
Associates.
On December 20, 1999, the Company announced a proposed merger under which
its stockholders would receive $12.00 a share in cash, to be financed 20% by
equity from the principals of Integrated Capital Associates, Inc. and 80% by a
secured loan from GATX Capital Corporation.
On December 27, 1999, a stockholder class action was filed against PS Group
Holdings and its directors in California Superior Court in San Diego. In his
amended complaint, the plaintiff alleges that the defendants breached their
fiduciary duties in connection with the proposed merger by, among other things,
failing to implement an auction or other procedure to maximize stockholder value
and failing to disclose certain information in the proxy statement sent to the
company stockholders on February 11, 2000.
On February 23, the defendants removed the lawsuit from state court to U.S.
District Court in San Diego. The plaintiff made a motion to remand the case
back to the state court and the defendants filed an opposition to that motion.
Under the tentative settlement, Integrated Capital Associates' affiliate
has irrevocably waived $1.25 million of the $2.5 million fee payable to it by PS
Group Holdings if the merger agreement is terminated under certain
circumstances. This 50% lowering of the termination fee is intended to reduce
the impediment to any other party making a competing acquisition proposal that
could be potentially superior to the pending transaction.
In addition, the tentative settlement calls for PS Group Holdings to send
to its stockholders a supplement to its February 11 proxy statement which will
contain the
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1999 year-end financial results, as well as the price at which its oil and gas
development and distribution subsidiary, Statex Petroleum, would be sold to that
subsidiary's two senior officers under the letter of intent announced on
December 20 at the same time as to the announcement of the proposed merger
transaction. The supplement will also disclose the reduction in the termination
fee provided for in the merger agreement.
The tentative settlement is subject to the execution of a definitive
settlement agreement and to court approval. Pending court approval, the
plaintiff will not seek to block the closing of the proposed merger.
PS Group Holdings had previously scheduled a special meeting of its
stockholders to vote on the proposed merger on March 13, 2000. Under the
tentative settlement announced today, when the meeting is convened on March 13,
the only action that will be taken will be to adjourn the meeting until March
23. The Company will announce a specific time and place for the reconvened
meeting when it calls the meeting to order on March 13 and this information will
also be contained in its supplemental proxy material, which will include a new
proxy card for use by stockholders who have not yet voted or might wish to
change their vote.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The information included in this
release regarding the status of the proposed acquisition of PSGH, the status of
the pending litigation relating thereto, the tentative settlement of that
litigation, the conditions to the finalization of that settlement and the status
of the pending disposition of Statex may be deemed forward-looking. Investors
are cautioned that such statements involve risks and uncertainties, including,
but not limited to: the possibility that the proposed acquisition of PSGH will
not close; the possibility that the tentative settlement of the pending
litigation relating to the proposed acquisition may not result in a definitive
settlement of the case; the possibility that, if not settled, that litigation
may result in consequences adverse to PSGH and its stockholders; and the
possibility that the letter of intent regarding the proposed sale of Statex will
not result in a completed transaction.
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CONTACT - LAWRENCE A. GUSKE, PS GROUP HOLDINGS, INC., 858.642.2982
- LAWRENCE E. DENNEDY, MACKENZIE PARTNERS, INC., 212.929.5500
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