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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 21, 2000
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PS Group Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 1-7141 33-0692068
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(State or Other Jurisdic- (Commission (IRS Employer
tion of Incorporation) File Number) Identification No.)
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4370 La Jolla Village Drive, Suite 1050, San Diego, California 92122
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (858) 642-2999
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
On March 21, 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
21, 2000.
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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 hereunto duly authorized.
Date March 21, 2000 PS Group Holdings, Inc.
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By /s/ L. A. Guske
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Lawrence A. Guske
Vice President-Finance and Chief
Financial Officer and Authorized
Officer of the Registrant
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EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 99.1 Press Release of PS Group Holdings, Inc. dated March 21,
2000
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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 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
