SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 23)*
PS Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693602 10 4
(CUSIP Number)
J. P. Guerin
355 South Grand Avenue, 34th Floor, Los Angeles, CA 90071-1560
(213) 683-9574
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 1994
Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
_______________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE>
CUSIP No. 693602 10 4 13D Page 2 of 8 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of above person:
John Patrick Guerin ###-##-####
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds:
OO (See Item 3)
5 Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or (e) [ ]
6 Citizen or place of organization:
United States citizen
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
343,705 Shares
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
-0-
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
343,705 Shares
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
-0-
11 Aggregate amount beneficially owned by each Reporting
Person:
343,705 Shares
12 Check Box if the aggregate amount in
row (11) excludes certain shares [ ]
13 Percent of class represented by amount in row (11):
5.6%
14 Type of Reporting Person*:
IN
<PAGE>
CUSIP No. 693602 10 4 13D Page 3 of 8 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of above person:
Fabienne M. Guerin 560-908-8333
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds:
OO (See Item 3)
5 Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or (e) [ ]
6 Citizen or place of organization:
United States citizen
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
12,358 Shares
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
-0-
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
12,358 Shares
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
-0-
11 Aggregate amount beneficially owned by each Reporting
Person:
12,358 Shares
12 Check Box if the aggregate amount in
row (11) excludes certain shares [ ]
13 Percent of class represented by amount in row (11):
0.2%
14 Type of Reporting Person*:
IN
<PAGE>
CUSIP No. 693602 10 4 13D Page 4 of 8 Pages
John Patrick Guerin and Fabienne M. Guerin (together,
the "Reporting Persons") hereby file this Amendment No. 23 to
Schedule 13D. The Amendment reports in Item 5 the sale of
certain securities of PS Group, Inc. Any additional information
included in this Amendment merely restates (with appropriate
updating) previously reported information, as required by Rule
13d-2(c) with respect to certain electronic filings of Schedule
13D.
Item 1. Security and Issuer.
This statement relates to the Common Stock of PS Group,
Inc. (the "Securities"), 4370 La Jolla Village Drive,
Suite 1050, San Diego, California 92122.
Item 2. Identity and Background.
(a)-(b) Name and Residence or Business Address.
This statement is filed by:
John Patrick Guerin
355 South Grand Avenue, 34th Floor
Los Angeles, California 90071-1560;
and
Fabienne M. Guerin
355 South Grand Avenue, 34th Floor
Los Angeles, California 90071-1560.
Pursuant to Rule 13d-3(d)(1)(i)(C), this statement
treats John Patrick Guerin ("Mr. Guerin") as the
beneficial owner of Securities held by the John Patrick
Guerin Trust (U/D/T dated 7-27-81), of which Mr. Guerin
is the trustee and sole beneficiary and which trust Mr.
Guerin may revoke at any time.
Pursuant to Rule 13d-3(a)(1) and (2), this statement
treats Mr. Guerin as the beneficial owner of Securities
held by the Guerin Family Trust (U/D/T dated 7-27-81)
and the J. Patrick Guerin III Trust (U/D/T dated 12-31-
76), both of which are irrevocable but for both of which
Mr. Guerin serves as trustee with sole power to dispose
of and vote Securities held by both such trusts. The
John Patrick Guerin Trust, the Guerin Family Trust, and
the John Patrick Guerin III Trust are hereinafter
referred to, collectively, as the "Trusts."
<PAGE>
CUSIP No. 693602 10 4 13D Page 5 of 8 Pages
(c) Principal Occupation.
Mr. Guerin is a private investor and serves on the
boards of directors of Daily Journal Corporation, PS
Group, Inc., and Lee Enterprises, Inc.
Fabienne M. Guerin ("Mrs. Guerin") is a private
investor. She is married to Mr. Guerin.
(d) Criminal Convictions.
Neither Mr. Guerin nor Mrs. Guerin has been convicted in
a criminal proceeding (excluding traffic violations and
similar misdemeanors) during the last five years.
(e) Civil Securities Law Judgments.
Neither Mr. Guerin nor Mrs. Guerin is or has been
subject to a civil judgment, decree, or final order
regarding federal or state securities law during the
last five years.
(f) Citizenship
Both Mr. Guerin and Mrs. Guerin are United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons (and the Trusts) acquired the
Securities in a liquidation distribution from Pacific
Partners, a California limited partnership (the
"Partnership"). The Partnership, through its
predecessors, acquired the Securities in various open
market transactions dating back to 1977.
At the time the Partnership was dissolved, the Reporting
Persons (including the Trusts) owned a pro rata interest
in the Partnership of approximately 69.1 percent. Mrs.
Guerin terminated her interest in the Partnership in
consideration for the Securities she received. Mr.
Guerin (and the Trusts) terminated his interest in the
Partnership in consideration for the Securities he
received. No funds were borrowed by the Reporting
Persons (including the Trusts) in connection with the
acquisition of the Securities.
Item 4. Purpose of Transaction.
The Reporting Persons already have on file with the
Securities and Exchange Commission a Schedule 13D, as
amended from time to time (the "Schedule 13D"), relating
to the Securities. The Schedule 13D was last amended on
January 5, 1993.
<PAGE>
CUSIP No. 693602 10 4 13D Page 6 of 8 Pages
On June 28, 1994, the Guerin Family Trust sold 60,000 of
the Securities beneficially owned by Mr. Guerin. Such
sale, together with an increase by PS Group, Inc. in the
number of Securities outstanding, has caused the total
Securities reported as beneficially owned by the
Reporting Persons to decline by less than 1 percent of
the total Securities outstanding.
The Reporting Persons (and the Trusts) continue to hold
the Securities for investment purposes.
Item 5. Interest in Securities of the Issuer.
a. The following table reflects the aggregate number of
Securities and percentage of total voting power held by
the Reporting Persons (and the Trusts) immediately after
completion of the sale of Securities discussed in part
(c) of this Item 5:
No. of Shares of Percentage* of
Name Common Stock Voting Power
John Patrick Guerin Trust 50,714 .8%
Guerin Family Trust 116,370 1.9%
J. Patrick Guerin III Trust 176,621 2.9%
Fabienne M. Guerin 12,358 0.2%
TOTAL 356,063 5.9%**
* Reflects voting power based upon 6,065,969 shares of
the Securities outstanding as of March 22, 1994, as
reported by PS Group, Inc.
** Total of individual percentages is only 5.8% due to
rounding error.
Mr. Guerin is a beneficiary of, and therefore has a direct
economic interest in the Securities held by, the John
Patrick Guerin Trust and the Guerin Family Trust.
Mr. Guerin has no direct economic interest in Securities
owned by the J. Patrick Guerin III Trust or by Mrs. Guerin
and disclaims beneficial ownership thereof.
Mrs. Guerin has no direct economic interest in Securities
owned by the John Patrick Guerin Trust, the Guerin Family
Trust or the J. Patrick Guerin III Trust (collectively, the
"Trusts") and disclaims beneficial ownership thereof.
b. Mr. Guerin has sole investment and voting power with respect
to the Securities held by the Trusts. Mrs. Guerin has sole
investment and voting power with respect to the Securities
held by her.
c. The Reporting Persons engaged in the following transaction
in the Securities during the past sixty days:
On 6-28-94, the Guerin Family Trust sold 60,000 shares
of PS Group, Inc. Common Stock, in an open market
transaction at a price of $10.25 per share.
<PAGE>
CUSIP No. 693602 10 4 13D Page 7 of 8 Pages
d. At this time, no person other than the Reporting Persons
has the right to receive or power to direct the receipt
of dividends from, or the proceeds from the sale of, the
Securities held by the John Patrick Guerin Trust, the
Guerin Family Trust, and Fabienne M. Guerin. A person
other than the Reporting Persons has the right to
receive or power to direct the receipt of dividends
from, and the proceeds from the sale of, the Securities
held by the J. Patrick Guerin III Trust. Absent a
change in trust holdings, however, such rights do not
relate to more than 5% of the Securities outstanding.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to
any securities of PS Group, Inc.
Item 7. Material to be Filed as Exhibits.
This Amendment does not contain any exhibits; pursuant
to Rule 13d-2(c), this Amendment does not restate the previously
filed paper exhibits to the Schedule 13D.
<PAGE>
CUSIP No. 693602 10 4 13D Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
Dated this 30th day of June, 1994.
JOHN PATRICK GUERIN
/s/ John Patrick Guerin
John Patrick Guerin
FABIENNE M. GUERIN
By:/s/John Patrick Guerin
John Patrick Guerin
Attorney-in-Fact
(Power of Attorney already
on file with the
Commission is hereby
incorporated by reference)
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person
by his authorized representative (other than an executive officer
or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name of any
title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
