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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:
March 14, 1994
(Date of earliest event reported)
PS GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-7141 95-2760133
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4370 La Jolla Village Drive
Suite 1050
San Diego, California 92122
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (619) 546-5001 <PAGE>
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Item 2. Disposition of Assets
On March 14, 1994 the travel management business operated by USTravel Systems
Inc. ("USTravel"), an 85% owned subsidiary of PS Group, Inc. ("PSG") was sold
to MTH Acquisition Corp. (the "Travel Business Sale"). MTH Acquisition Corp.
is controlled by Murrary T. Holland. The Travel Business Sale was
accomplished through the sale of the assets of USTravel and various of
USTravel's wholly-owned subsidiaries (the "Travel Business Assets").
The Travel Business Assets were sold for a total cash consideration of $43
million subject to certain post-closing adjustments. Minority stockholders of
USTravel received $3 million of the purchase price, and under certain
conditions, may receive an additional $400,000. Proceeds to be received by
USTravel for the portion of the Travel Business Assets attributable to PSG on
a consolidated basis is expected to be approximately $40 million. The
principle followed in determining the amount of consideration for the Travel
Business Assets was the negotiation of the purchase price with the purchaser
in an arms length transaction.
Item 7. Financial Statements and Exhibits
The following pro forma financial statements and exhibits are filed as part of
this report:
(b) Pro forma information required pursuant to Article 11 of
Regulation S-X:
PS Group, Inc, Unaudited Pro Forma Condensed Consolidated
Financial Statements:
Pro Forma Condensed Consolidated
Statement of Financial Position at
December 31, 1993 Page 4
Pro Forma Condensed Consolidated
Statement of Operations from
Continuing Operations for the Year
Ended December 31, 1993 Page 5
Notes to Pro Forma Condensed
Consolidated Financial Statements
(related to basis of presentation and
pro forma adjustments only) Page 6
The Unaudited Pro Forma Condensed Consolidated Statement of
Financial Position at December 31, 1993 gives effect to the sale
of the assets of USTravel as if the sale had occurred on December
31, 1993. The Unaudited Pro Forma Condensed Consolidated
Statement of Operations from Continuing Operations for the year
ended December 31, 1993 gives effect to the sale as if it had
occurred on January 1, 1993. The Unaudited Pro
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Forma Condensed Consolidated Financial Statements have been
prepared based on PS Group's December 31, 1993 financial
statements.
These pro forma financial statements include assumptions and
estimates and, therefore, may not be indicative of the results
that actually would have happened if the sale had occurred on the
date indicated or which may be obtained in the future. The pro
forma financial statements should be read in conjunction with
the notes thereto.
(c) Exhibits
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.
PS GROUP, INC.
Dated: March 28, 1994 By: /s/ Dennis C. O'Dell
Name: Dennis C. O'Dell
Title: Vice President,
General Counsel
and Corporate
Secretary <PAGE>
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PS GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Financial Position
December 31, 1993
(in thousands of dollars)
Pro Forma
Adjustments Pro Forma
Historical Increase After Sale
(a) (Decrease)(b) of USTravel
ASSETS
Current assets:
Cash and cash equivalents 5,007 40,065 (c)
(40,065)(d) 5,007
Accounts and notes receivable 21,434 21,434
Net investment in discontinued
operation 15,313 (15,313)(c)
Other current assets 12,504 12,504
Total current assets 54,258 (15,313) 38,945
Property and equipment, net 23,045 23,045
Aircraft under operating leases 149,018 149,018
Investment in aircraft financing
leases 104,881 104,881
Other assets 50,888 17,065 (d) 67,953
382,090 1,752 383,842
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other 17,362 17,362
Current portion of long-term debt 38,672 (23,000)(d) 15,672
Total current liabilities 56,034 (23,000) 33,034
Long-term obligations 139,487 139,487
Deferred taxes and othe 64,670 10,159 (c) 74,829
Stockholders' equity:
Common stock 6,065 6,065
Additional paid-in capital 98,407 98,407
Retained earnings 17,427 14,593 (c) 32,020
Total stockholders' equity 121,899 14,593 136,492
382,090 1,752 383,842 <PAGE>
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PS GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations from
Continuing Operations
Year Ended December 31, 1993
(in thousands of dollars, except per share data)
Pro Forma
Adjustments Pro Forma
Historical Increase After Sale
(a) (Decrease)(e) of USTravel
Operating revenues 157,622 157,622
Costs and expenses:
Cost of products sold
and goods provided 119,630 119,630
Depreciation, depletion and
amortization 16,247 16,247
General and administrative
expenses 5,608 5,608
Aircraft write-down 17,000 17,000
Interest expense 20,767 (2,767)(f) 18,000
179,252 (2,767) 176,485
Loss from continuing operations
before taxes (21,630) 2,767 (18,863)
Credit for taxes (7,495) 1,135 (f) (6,360)
Loss from continuing operations (14,135) 1,632 (12,503)
Loss per share from continuing
operations (2.33) (2.06)
Shares used in determination of
loss per share 6,057 <PAGE>
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PS GROUP, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Financial
Position and Unaudited Pro Forma Condensed Consolidated Statement of
Operations from Continuing Operations
(a) The Historical Condensed Financial Statements before pro forma
adjustments have been prepared based on PS Group, Inc.'s
December 31, 1993 financial statements.
(b) The Unaudited Pro Forma Condensed Consolidated Statement of
Financial Position was prepared assuming the sale of the
assets of USTravel was consummated on December 31, 1993.
(c) Adjustments to reflect the disposition of the net assets of
USTravel and the proceeds of the sale assuming the sale
occurred on December 31, 1993. The following pro forma
adjustments include estimated cash proceeds including post-
closing adjustments yet to occur, estimated expenses related
to the disposition and an estimate of applicable income taxes:
Cash proceeds $41,830
Expenses of disposition (1,765)
Net cash proceeds 40,065
Net assets of USTravel (15,313)
Pro forma pretax gain on sale 24,752
Income taxes (10,159)
Pro forma increase in equity $14,593
(d) Adjustments to reflect net cash proceeds being used to repay
remaining balance of borrowed funds under the Bank Credit
Agreement as of December 31, 1993 and to establish a pledged
cash or cash equivalent collateral account to partially secure
the approximate $23.2 million of outstanding letters of credit
under the Bank Credit Agreement with the remainder of the net
cash proceeds.
(e) The Unaudited Pro Forma Condensed Consolidated Statement of
Operations from Continuing Operations was prepared assuming
the sale of the net assets of USTravel was consummated on
January 1, 1993. The gain on the sale of the assets of
USTravel is not shown.
(f) To show the estimated interest effect of repayment of debt
described in (d) and related effect on taxes as if sale
occurred on January 1, 1993. <PAGE>
