PS GROUP HOLDINGS INC
8-K, 2000-03-08
TRANSPORTATION SERVICES
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<PAGE>

                       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


Date of report (Date of earliest event reported):          March 8, 2000
                                                     ------------------------



                                  PS Group Holdings, Inc.
                                  -----------------------

               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
           Delaware                  1-7141               33-0692068
 ----------------------------    --------------    -----------------------
<S>                              <C>               <C>
   (State or Other Jurisdic-       (Commission           (IRS Employer
    tion of Incorporation)         File Number)       Identification No.)
</TABLE>


      4370 La Jolla Village Drive, Suite 1050, San Diego, California 92122
      --------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code  (858) 642-2999
                                                    --------------



- --------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

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Item 5  Other Events

       On March 8, 2000, the Company issued a press release, the contents of
which are incorporated herein by reference.  See Exhibit 99.1 to this Report.

Item 7  Financial Statements and Exhibits

    (c)  Exhibits

         Exhibit No.                 Description

         Exhibit 99.1    Press Release of PS Group Holdings, Inc. dated March 8,
                         2000.

                                       2

<PAGE>

                                   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 hereunto duly authorized.

Date   March 8, 2000          PS Group Holdings, Inc.
       -------------

                              By  /s/ L. A. Guske
                                 ----------------------------------
                                  Lawrence A. Guske
                                  Vice President-Finance and Chief
                                  Financial Officer and Authorized
                                  Officer of the Registrant

                                       3

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                 Description
<S>                 <C>
Exhibit 99.1        Press Release of PS Group Holdings, Inc. dated March 8,
                    2000
</TABLE>

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                                                                    EXHIBIT 99.1

                 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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<PAGE>

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.

                                    #  #  #

CONTACT - LAWRENCE A. GUSKE, PS GROUP HOLDINGS, INC., 858.642.2982

        - LAWRENCE E. DENNEDY, MACKENZIE PARTNERS, INC., 212.929.5500

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