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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
January 25, 2000
(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)
(858) 642-2999
(Registrant's telephone number)
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Item 5. Other Events
As indicated in the Current Report on Form 8-K dated December 22, 1999 of
PS Group Holdings, Inc. (the "Company"), the Company has entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Heritage Air Holdings
Statutory Trust and PSG Acquisition, Inc. which provides for the merger (the
"Merger") of PSG Acquisition, Inc. into the Company and the conversion of each
outstanding share of the Company (except shares as to which statutory appraisal
rights are perfected) into the right to receive $12.00 in cash.
On December 27, 1999, a purported stockholder class action lawsuit was
filed against the Company, its directors and 25 unnamed "Doe" defendants in the
California Superior Court for the County of San Diego (the "Court") entitled
Gibson v. PS Group Holdings, Inc., Case No. GIC740874.
The complaint alleges (among other things) that the defendants breached
their fiduciary duty to the Company's stockholders in connection with the Merger
by failing to maximize the value of the Company through any active auction, open
bidding or other procedure and taking actions (including the "no-shop" and
termination fee provisions of the Merger Agreement) to inhibit the maximization
of stockholder value; by structuring a preferential deal for the directors and
officers pursuant to which they will receive "change of control" payments; and
by not disclosing to the Company's public stockholders the true value and
expected increased future value of the Company and its assets, including the
value of the Company's plans to sell its subsidiary Statex Petroleum Inc.
The complaint seeks (among other relief) a declaration that the Merger
Agreement was entered into in breach of fiduciary duty and is therefore
unenforceable; an injunction against defendants proceeding with the Merger or
any other business combination with a third party unless and until the Company
adopts and implements a procedure or process, such as an auction, to obtain the
highest possible price for the Company; unspecified compensatory damages; and an
award of reasonable attorneys' and experts' fees.
The Company considers this lawsuit without merit and intends to defend
against it vigorously.
On January 25, 2000, the Court ruled on defendants' ex parte application to
set a briefing schedule and hearing date for a demurrer that the defendants
intend to file with the Court contending that the complaint fails to state a
cause of action upon which relief can be granted. At the same time, the Court
ruled on plaintiff's ex parte application for a briefing schedule and hearing
date on a motion that plaintiff intends to make to the Court for expedited
discovery in connection with plaintiff's intention to seek a temporary
restraining order and a preliminary injunction against the Merger. The Court
granted both applications and set a telephonic hearing date of February 25, 2000
on both motions.
1.
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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: January 26, 2000 PS GROUP HOLDINGS, INC.
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(Registrant)
/s/ L.A. Guske
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Lawrence A. Guske
Vice President - Finance and
Chief Financial Officer and
Authorized Officer of the Registrant
2.
