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:
January 5, 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) Indentification 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>
Item 5. Other Events
On November 9, 1993 PS Group, Inc. ("PSG") announced that it
had reached an agreement in principle to sell the travel management business
operated by its 85% owned subsidiary, USTravel Systems Inc. ("USTravel") to
an entity to be owned by the current minority stockholders of USTravel and
affiliates of the Pritzker family of Chicago, Illinois. At the time of the
announcement of the agreement in principle PSG disclosed that completion of
the sale of the travel management business was subject to several
contingencies.
On January 5, 1994 PSG announced that the parties to the
agreement in principle had been unable to agree on the definitive terms of the
proposed acquisition of USTravel's travel management business and that the
parties had discontinued discussion of the transaction.
PSG further announced that, absent the sale of USTravel, it
was pursuing various other means to satisfy certain repayment and cash
collateral conditions with respect to its bank credit facility. PSG will
continue to evaluate all options with respect to repaying the amounts under
its credit agreement, including various potential combinations of assets
sales, financings and refinancings, a possible rights offering for equity
and/or debt securities and the use of operating cash flow.
Attached hereto as an exhibit is the Press Release issued on
January 5, 1994 by PSG with respect to the foregoing.
Item 7. Exhibits
1. Press Release dated January 5, 1994.
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: January 12, 1994 By: /s/ Dennis C. O'Dell
Name: Dennis C. O'Dell
Title: Vice President, General Counsel
and Corporate Secretary <PAGE>
Exhibit 1 to Form 8-K
PS Group, Inc. Press Release
FOR IMMEDIATE RELEASE
San Diego, CA, January 5, 1994 -- PS Group, Inc. (NYSE Symbol: PSG) announced
today that it and the Hyatt organization, owned by the Pritzker family of
Chicago, Illinois, have been unable to agree on the definitive terms of the
proposed acquisition by the Hyatt organization of the travel management
business operated by USTravel Systems (a PS Group subsidiary) announced last
November and the parties have discontinued discussion of the transaction. As
previously disclosed, the transaction was subject to a number of conditions
including satisfactory negotiation of a definitive agreement.
PS Group will continue to pursue other opportunities with respect to USTravel
including retention or capital infusion from third party investors and service
providers. It is expected that USTravel will focus in 1994 on broadening its
client base while continuing to pursue development of leading edge information
technology services in conjunction with a technology partner.
Absent the sale of USTravel, PS Group is pursuing the issuance of
approximately $14 million debt on a Boeing 737-300 leased to a major US
airline. Proceeds from this financing plus a combination of debt on its major
Texas oil property, sale of marketable securities and internal cash flow are
expected to generate sufficient funds to repay PS Group's bank borrowings
which now total $23.0 million. (Approximately $15 million due March 31, 1994
and $8 million due June 30, 1994.) In addition, PSG will continue discussions
with several banks regarding a new credit facility to provide replacement
letters of credit for $22.7 million of letters of credit that must be
collateralized no later than September 30, 1994.
CONTACT: LAWRENCE A. GUSKE, PS GROUP, INC. (619) 546-5001
<PAGE>
