<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PS GROUP, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PS GROUP, INC.
4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
SAN DIEGO, CALIFORNIA 92122
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 1995
TO THE STOCKHOLDERS OF PS GROUP, INC.:
The Annual Meeting of Stockholders of PS Group, Inc., a Delaware corporation,
will be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los
Angeles, California 90071, on Wednesday, May 31, 1995, at 10:00 a.m., local
time, for the following purposes:
(1) To elect three directors; and
(2) To transact such other business as may properly come before the
annual meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 3, 1995 as the
record date for the determination of stockholders who are entitled to notice of
and to vote at the meeting. Stockholders are cordially invited to attend the
meeting.
By Order of the Board of Directors
/s/ Johanna Unger
-----------------------------------
JOHANNA UNGER
Secretary
San Diego, California
April 11, 1995
--------------------------------------------------------------
PROXY INFORMATION
In order to assure your representation at the annual
meeting, please complete, sign and date the enclosed proxy
as promptly as possible and return it in the enclosed pre-
addressed envelope, which requires no postage if mailed in
the United States.
--------------------------------------------------------------
<PAGE>
PS GROUP, INC.
4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
SAN DIEGO, CALIFORNIA 92122
---------------
PROXY STATEMENT
---------------
GENERAL INFORMATION
This proxy statement is provided to the stockholders in connection with the
solicitation of proxies by the Board of Directors of PS Group, Inc., a Delaware
corporation (the "Company"), for use at the annual meeting of stockholders to be
held on Wednesday, May 31, 1995, at 10:00 a.m. and at any adjournments thereof
(the "Annual Meeting"). The close of business on April 3, 1995 has been
determined by the Board of Directors as the date of record for stockholders
entitled to notice of and to vote at the Annual Meeting (the "Record Date").
This proxy statement and the accompanying proxy are being mailed to stockholders
on or about April 21, 1995.
Any stockholder who gives a proxy has the power to revoke it at any time before
it is exercised by delivery of written notice of revocation to the Secretary of
the Company prior to the commencement of the Annual Meeting. Stockholders
attending the Annual Meeting may vote their shares in person whether or not a
proxy has been previously executed and returned. Stockholders who have executed
a proxy but intend to vote in person are requested to so notify the Secretary
prior to the time of the Annual Meeting. If the accompanying proxy card is
properly signed and returned to the Company, and not revoked, it will be voted
in accordance with the instructions thereon. Unless contrary instructions are
given, the persons designated as proxy holders will vote FOR each of the
nominees for director.
At the Annual Meeting, or any adjournment thereof, the holders of 6,068,313
shares of the Company's Common Stock outstanding on April 3, 1995 will be
entitled to one vote per share.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall be divided
into three classes, with three year terms expiring in successive years. With
the resignation of two directors this past year, there are currently five
directors on the Company's Board of Directors divided between three classes. In
order to make each of the three classes as nearly equal in number as possible,
at the Annual Meeting, one director is expected to be elected with a term
expiring upon the election and qualification of his successor at the 1997 Annual
Meeting of Stockholders and two directors are expected to be elected with terms
expiring upon the election and qualification of their successors at the 1998
Annual Meeting of Stockholders. The three nominees, Messrs. Guerin, Fomon and
Luce, are all currently directors of the Company.
<PAGE>
Under Article III, Section 3, of the Company's Bylaws, nominations of persons
for election to the Board, other than those made by the Board, may be made at
the Annual Meeting only if pursuant to a timely notice delivered to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
not less than thirty days prior to the date of the Annual Meeting. A notice of
nomination must set forth each nominee's name, age, business and residential
address, principal occupation or employment, beneficial ownership of the
Company's Common Stock and any other information relating to the nominee that is
required to be disclosed in solicitation of proxies pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended. Such notice shall also
be accompanied by a signed consent to serve as a director of the Company of each
such nominee.
It is intended that the proxies received by the Board of Directors will be voted
for the election of the nominees for directors named below, unless authority to
do so is withheld. The favorable vote of a plurality of shares of the Company's
Common Stock represented at the meeting in person or by proxy is required to
elect any nominee for director. Accordingly, abstentions or broker non-votes as
to the election of Directors will not effect the election of the candidates
receiving the plurality of votes. All shares represented in person or by proxy,
regardless of the nature of the vote or the absence of a vote indication,
including broker non-votes, will be counted to determine the number of shares
represented at the meeting for purposes of determining whether a quorum is
present. Except as may otherwise be provided by law or the Restated Certificate
of Incorporation, the holders of a majority of the Common Stock issued and
outstanding, present in person or represented by proxy, and entitled to vote
thereat, constitutes a quorum.
It is not contemplated that any of the nominees will be unable to serve as a
director, but if that contingency should occur prior to the Annual Meeting, the
holders of proxies reserve the right to substitute and vote the shares
represented by the proxies in favor of such nominee for another person of their
choice. Information follows with respect to each nominee and present director
of the Company.
NOMINEES FOR DIRECTOR
THE FOLLOWING PERSON IS A NOMINEE FOR DIRECTOR WITH A TERM EXPIRING IN 1997:
J. P. GUERIN: Mr. Guerin, 65, is an investor. From 1965 to 1992 Mr. Guerin was
managing partner of Pacific Partners, a limited partnership holding long-term
investments. Mr. Guerin was Chairman of the Board of the Company from 1985
until 1991 and Vice Chairman of the Company from 1991 until 1993. Mr. Guerin is
a director of Lee Enterprises, Incorporated and is a director and Vice Chairman
of the Board of the Daily Journal Corporation. Mr. Guerin has been a director
of the Company since 1978.
2.
<PAGE>
THE FOLLOWING PERSONS ARE NOMINEES FOR DIRECTORS WITH TERMS EXPIRING IN 1998:
ROBERT M. FOMON: Mr. Fomon, 70, is, and has been since 1987, President of
Robert M. Fomon and Company Inc., a private investment company. Previously Mr.
Fomon served as Chief Executive Officer and a Director (from 1970 to 1987) of
the E.F. Hutton Group Inc., a holding company for the investment banking firm of
E.F. Hutton & Company Inc. Mr. Fomon was associated with E.F. Hutton & Company
Inc. for approximately 35 years. Mr. Fomon has been a Director of the Company
since 1963.
GORDON C. LUCE: Mr. Luce, 69, is an independent investment advisor. From 1979
until his retirement in 1990 Mr. Luce was Chairman of the Board and Chief
Executive Officer of Great American First Savings Bank, where he had been
employed since 1969. Great American First Savings Bank was taken over by the
Resolution Trust Corporation in August 1991. Mr. Luce is also a director of All
American Communications, Inc., Molecular Biosystems, Inc. and Carolco Pictures
Inc. Mr. Luce has been a director of the Company since 1973.
CERTAIN INFORMATION CONCERNING OTHER DIRECTORS
THE FOLLOWING PERSONS SERVE AS DIRECTORS WITH TERMS EXPIRING IN 1996:
CHARLES E. RICKERSHAUSER, JR.: Mr. Rickershauser, 66, has been Chairman of the
Board of the Company since 1991, a director since 1984 and Chief Executive
Officer since October 1994. From 1980 until 1986 he was Chairman of the Board
and Chief Executive Officer of the Pacific Stock Exchange Incorporated. From
1986 until his retirement in 1990 he was a partner in the law firm of Fried,
Frank, Harris, Shriver & Jacobson. Mr. Rickershauser also serves as a director
of City National Corp. (and its principal subsidiary, City National Bank). He
is also a director of Lee Enterprises, Incorporated and The Vons Companies, Inc.
DONALD W. KILLIAN, JR.: Mr. Killian, 65, has been in the private practice of
law since 1955. Since 1984 Mr. Killian has been a sole practitioner in Newport
Beach, California. Mr. Killian is also a director of the Daily Journal
Corporation. Mr. Killian was elected a director of the Company in 1993.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has standing executive and audit committees. The Board
sitting as a committee of the whole acts as the Compensation Committee (see
"Executive Compensation"). The Company has no nominating committee.
The Executive Committee is comprised of Messrs. Guerin (Chairman), Rickershauser
and Luce. Subject to certain limitations, the Executive Committee exercises the
powers of the Board in the management of the business and affairs of the Company
in the absence of
3.
<PAGE>
the full Board. The Executive Committee did not meet in 1994 but acted by
unanimous written consent twice during 1994.
The Audit Committee is comprised of Messrs. Guerin (Chairman), Killian and Luce.
The Audit Committee recommends to the Board of Directors for its nomination
independent auditors to audit the consolidated financial statements of the
Company, and reviews and approves the overall scope and adequacy of the
independent and internal audit programs and the proposed form of the Company's
consolidated financial statements. The Audit Committee also reviews the results,
findings and recommendations of audits performed by the independent auditors and
the internal audit department, the system of internal accounting controls, the
significant accounting policies of the Company as they apply to its consolidated
financial statements, the audit fees to be paid to the independent auditors and
the nature of non-audit services performed by the independent auditors. The
Audit Committee met twice during 1994.
The Board of Directors met six times during 1994. Each director attended at
least 75% of the aggregate of the meetings of the Board of Directors and the
committees on which he served.
COMPENSATION OF DIRECTORS
Directors are paid an annual fee of $10,000 plus a fee of $1,000 for each
meeting of the Board of Directors of the Company attended or $350 for attendance
by telephone. For attendance at each meeting of a committee of the Board which
is not held on a day on which the Board of Directors meets, member directors or
those attending by invitation are also paid $1,000 for attendance in person or
$350 for attendance by telephone. The Chairman of the Board and Chief Executive
Officer is paid an additional annual fee of $115,000 and certain other amounts
(please see "Executive Compensation") and the Chairman of the Executive and
Audit Committees is paid an additional annual fee of $25,000.
EXECUTIVE COMPENSATION
REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission (the "SEC")
the Company is required to provide certain data and information regarding the
compensation and benefits provided to the Chief Executive Officer and the other
executive officers of the Company. The disclosure mandated by the SEC requires
the use of certain tables along with this report explaining the underlying
reasons for certain compensation decisions affecting those individuals. The
Company's executive compensation program is administered by the Board of
Directors sitting as a committee
4.
<PAGE>
of the whole./1/ In compliance with SEC requirements the Compensation Committee
has prepared this report for inclusion in this Proxy Statement.
Commencing in 1994, the maximum amount for which an employer may claim a
compensation deduction pursuant to Section 162(m) of the Internal Revenue Code
of 1986, as amended, is $1 million per person, unless certain performance-
related compensation exemptions are met. Since it is unlikely that any officers
of the Company will receive in excess of $1 million in aggregate compensation
for a year in the near future, the Committee has deferred consideration of the
new provision.
COMPENSATION PHILOSOPHY
This report reflects the Company's compensation philosophy and also reflects the
underlying reasoning for the information set forth in the compensation tables
accompanying this report. Mr. Rickershauser, Chairman of the Board of Directors
of the Company, also provides part-time services as Chief Executive Officer of
the Company. Mr. Rickershauser's compensation is established by the Board of
Directors as reflective of the value of the part-time services he provides to
the Company and is not tied to the criteria set forth herein for determining the
compensation to be paid to full-time officer employees of the Company.
The Company's executive compensation program is designed to retain its key
executive officers. The package consists of a base salary and an annual
discretionary bonus. The Company's goal is to provide base compensation
commensurate with an individual's level of experience, responsibility and past
performance yet at a conservative level so that a significant portion of an
executive officer's compensation opportunities can be based on individual
performance in a fiscal year. Each officer also has an employment contract with
the Company prohibiting reductions in base pay from that last established.
Discretionary bonuses are awarded annually if the Board believes an individual
officer's performance in his or her particular area of responsibility so merits.
Individual officer performance is measured primarily by how effectively the
individual officer performed his or her assigned job. Compensation for 1994 was
not tied to the Company's operating results. It is anticipated that unless the
Company's performance were to deviate substantially from the Company's
internally projected results, the Company's performance will not be taken into
account in determining the compensation of executive officers.
BASE SALARIES
The base salary of Mr. Shortley, the former CEO of the Company, remained the
same from 1990 to his resignation on October 1, 1994. This is consistent with
the Committee's philosophy that the compensation of the CEO of the Company is
appropriately tied more directly to the overall performance of the Company than
that of other executive officers.
______________________________
/1/
Director Rickershauser and former Director Shortley were not present
during discussions relating to their compensation and abstained from
voting on any matters relating to themselves.
5.
<PAGE>
Mr. Rickershauser was appointed Chief Executive Officer in October 1994. Mr.
Rickershauser performs the duties of Chief Executive Officer on a part-time
basis, in addition to his duties as Chairman of the Board. Until he became
Chief Executive Officer, Mr. Rickershauser received $100,000 as compensation for
his services to the Company as Chairman of the Board. Mr. Rickershauser's role
as Chairman of the Board included his provision of part-time services to the
Company in an executive capacity, involving, among other things, his efforts in
connection with the disposition of the travel management and recycling lines of
business. At the time of his appointment as Chief Executive Officer, the Board
determined that the Company could be served by a part-time Chief Executive
Officer (due to the sale of the aforementioned lines of business) and decided to
compensate Mr. Rickershauser at an annual rate of $115,000. In setting his
compensation, the Board considered the time which Mr. Rickershauser would be
expected to devote to the Company's affairs in his role as part-time Chief
Executive Officer and Chairman of the Board. The Board did not tie Mr.
Rickershauser's 1994 compensation to the Company's performance.
Mr. Guske and Ms. Unger each received pay increases of $5,000 annually in
October 1994 and March 1995. These were the first pay increases since March
1992 and were primarily designed to help their salaries keep pace with
inflation.
ANNUAL DISCRETIONARY BONUSES
The executive officers are eligible to receive bonuses based upon individual
performance. Bonuses are normally awarded in March of each year to reflect
performance for the prior year. The Committee has specifically elected not to
establish defined criteria on which bonus compensation will be based but has
instead elected to maintain a subjective approach to bonus compensation based on
a post hoc review of the prior year's performance by each officer.
In March 1995 the two full-time executive officers were awarded discretionary
bonuses of $35,000 in recognition of the additional responsibilities they
assumed in October 1994 upon the resignations of Messrs. Shortley and O'Dell.
LONG-TERM INCENTIVE PROGRAM
In September 1994 the Company's 1984 Stock Incentive Plan expired and no
additional stock options may be granted. In March 1995 the Company's long-term
cash award program was terminated. No awards had been paid under this program.
There is currently no long-term incentive program in place for executive
officers of the Company.
Members of the Compensation Committee
Robert M. Fomon
J. P. Guerin
Donald W. Killian, Jr.
Gordon C. Luce
Charles E. Rickershauser, Jr.
6.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors sits as a committee of the whole with respect to
executive compensation matters, except Mr. Rickershauser was not present during
discussions regarding, nor did he vote on, compensation matters concerning
himself. Mr. Rickershauser did participate in discussions regarding
compensation of executive officers other than himself.
SUMMARY COMPENSATION TABLE
The following table shows the compensation as of the end of each of the last
three years ending December 31, 1994 of (i) the Company's Chief Executive
Officer, (ii) the two current executive officers and (iii) the two former
executive officers for whom disclosure would have been required if such
executive officers had not resigned (collectively the "Named Executive
Officers").
<TABLE>
<CAPTION>
Annual Compensation
-------------------
All Other
Name and Principal Position Year Salary (B) Bonus (C) Compensation (D)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles E. Rickershauser, Jr. 1994 $128,604 - $ 19,441
Chairman of the Board and 1993 121,800 - 19,292
Chief Executive Officer 1992 134,496 - 20,812
Lawrence A. Guske 1994 162,946 $ 35,000 4,500
Vice President - Finance and 1993 161,600 25,000 4,497
Chief Financial Officer 1992 165,438 - 4,364
Johanna Unger 1994 134,946 35,000 4,500
Vice President, Controller and 1993 133,600 25,000 4,008
Secretary 1992 136,869 - 4,364
George M. Shortley (A) 1994 251,000 - 842,000
Former President and 1993 279,600 25,000 4,497
Chief Executive Officer 1992 289,985 - 29,364
Dennis C. O'Dell (A) 1994 137,308 - 237,500
Former Vice President, General 1993 155,600 25,000 4,497
Counsel and Secretary 1992 159,346 - 4,364
</TABLE>
___________________
(A) Messrs. Shortley and O'Dell resigned from their positions effective October
1, 1994.
(B) Includes amounts deferred pursuant to Section 401(k) of the Internal
Revenue Code and cash payments designated as automobile allowances. Fees
paid to Mr. Rickershauser as a director are included. Due to a bi-weekly
payroll cycle, 1992 had 27 pay days whereas 1994 and 1993 had only 26.
(C) Bonuses earned for calendar years 1993 and 1994 were actually awarded and
paid in March 1994 and 1995, respectively.
(D) Included in other compensation for Messrs. Shortley and O'Dell in fiscal
year 1994 are settlement payments of $837,500 and $233,000, respectively,
for cancellation of employment agreements. The Company's contribution to
each executive officer's 401(k) plan is also included. The amount of the
401(k) contribution by the Company in 1994 was $3,908 for Mr. Rickershauser
and $4,500 for each of the other Named Executive Officers. In addition,
for Mr. Rickershauser, $15,533 is included for life insurance premiums for
1994. The Company has agreed to pay life insurance premiums on Mr.
Rickershauser for a period of five years beginning in 1992. All premiums
so paid will be reimbursed to the Company out of any death benefits paid
under such insurance.
7.
<PAGE>
STOCK OPTIONS
The following table sets forth information with respect to the exercise of stock
options during the last fiscal year by each of the Named Executive Officers and
the values of unexercised options held by each of them as of the end of the last
fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised
Name Options/SARs at December
31, 1994 (#) (all exercisable)
----------------------------------------------------------------
<S> <C>
Charles E. Rickershauser, Jr. -
Lawrence A. Guske 8,333
Johanna Unger 5,833
</TABLE>
None of the unexercised options were in-the-money at December 31, 1994.
RETIREMENT BENEFITS
The Company maintains a retirement plan (the "Plan") providing unfunded
retirement benefits for its officers. Normal retirement under the Plan is at
age 60 with lesser benefits payable upon early retirement. The Plan provides
that participating officers (those retiring as an officer or who terminate
employment having completed 10 or more years as an officer) receive a monthly
benefit of 2.5% of compensation for each year of service up to 20 years plus 2%
of compensation for each year of additional service up to five years. The term
"Compensation," for such purposes, means the average monthly compensation
received from the Company for the 60 consecutive calendar months during the last
120 months in which the officer had the highest compensation. For illustrative
purposes the following table provides examples of the benefits payable under the
Plan as a straight life annuity at age 60.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------
"Compensation" 15 20 25 30 35
-------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$150,000 $ 56,250 $ 75,000 $ 90,000 $ 90,000 $ 90,000
175,000 65,625 87,500 105,000 105,000 105,000
200,000 75,000 100,000 120,000 120,000 120,000
225,000 84,375 112,500 135,000 135,000 135,000
250,000 93,750 125,000 150,000 150,000 150,000
300,000 112,500 150,000 180,000 180,000 180,000
</TABLE>
8.
<PAGE>
Messrs. Shortley and O'Dell, both who resigned their positions effective October
1, 1994, are eligible for benefits under the Plan when they reach normal
retirement age or on early retirement (as defined by the Plan) if they so elect.
Messrs. Shortley, Guske and O'Dell and Ms. Unger have approximately 27, 25, 15
and 16 years of service, respectively. All amounts listed in the Summary
Compensation Table are included in Compensation except that automobile
allowances, Company 401(k) contributions, and the settlements paid in 1995 to
Messrs. Shortley and O'Dell shown under All Other Compensation are excluded.
In 1988 the Company terminated its defined benefit plan (the "Terminated Plan")
which covered most employees. Messrs. Shortley, Guske and O'Dell and Ms. Unger
each received a lump sum payment for accrued benefits under the Terminated Plan.
The benefits payable under the Plan will be reduced by the actuarial equivalent
of such lump sum payments. The benefits payable under the Plan are not subject
to any deduction for social security or other offset amounts.
The Plan provides a disability benefit for participating officers with at least
three years of service as an officer. This benefit is equal to 60% of regular
salary, excluding bonuses, (less other long-term disability and social security
benefits which may be payable) and is payable for a number of years equal to the
number of years of service as an employee. Thereafter, the monthly benefit is
reduced to an amount which is the greater of (a) 40% of regular salary, (b)
$3,000 or (c) the amount to which he or she would be entitled as a normal
retirement benefit on his or her normal retirement date. The benefit continues
until the earlier of normal retirement date, recovery from permanent disability
or death. In addition, the years of service while disabled are counted toward a
retirement benefit but are limited to the number of years of service accumulated
at the time of disability.
The Company has agreed to accrue for Mr. Rickershauser an unfunded retirement
benefit of $50,000 per year plus accrued interest thereon for each year he
serves as Chairman of the Board of Directors of the Company. This benefit is in
lieu of any participation by Mr. Rickershauser in the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTS
Executive employment agreements have been entered into with Mr. Guske and Ms.
Unger. The agreements are for continually renewing one year periods.
Compensation to be paid to each of them is to be determined by the Board of
Directors of the Company but is not to be less than the amount last established
by the Board. The annual salary for each of them last established was as
follows: Mr. Guske, $165,000 and Ms. Unger, $137,000. Under the employment
agreements, the Company has agreed to continue for a one year period, their then
present compensation if either of them is terminated without cause or resign
because certain provisions of their respective agreements have not been complied
with by the Company. In the event they are terminated as a result of a change
in control of the Company they will be entitled to severance pay equal to two
years at their then current compensation. Retirement benefits continue to
accrue during such periods.
9.
<PAGE>
The employment agreements with Messrs. Shortley and O'Dell were cancelled
effective October 1, 1994 and a settlement payment of $837,500 for Mr. Shortley
and $233,000 for Mr. O'Dell was accrued in 1994 and paid in January 1995. In
addition both receive life insurance to normal retirement date and medical
coverage paid by the Company for the period covered by their employment
agreements.
BENEFICIAL OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth as of the Record Date, the number of shares
beneficially owned by each nominee to or member of the Board of Directors, for
each Named Executive Officer shown in the Summary Compensation Table and for all
executive officers, directors and nominees as a group. All references are to
Common Stock.
<TABLE>
<CAPTION>
Common Percent
Stock of
Beneficially Common
Name Owned (1) Stock
--------------------------------------------------------------------------
<S> <C> <C> <C>
Robert M. Fomon 281 *
J.P. Guerin 319,693 (2) 5.3
Lawrence A. Guske 14,871 (3) *
Donald W. Killian, Jr. 1,600 (4) *
Gordon C. Luce 153 (5) *
Dennis C. O'Dell 2,202 (6) *
Charles E. Rickershauser, Jr. 4,000 *
George M. Shortley 42,050 (6)(7) *
Johanna Unger 5,833 (8) *
All current Officers and Directors as a group 360,597 (9) 5.9
</TABLE>
*Less than 1 percent.
(1) Unless otherwise disclosed, beneficial ownership is direct and the person
indicated has sole voting and dispositive power over the shares of common
stock listed. In certain instances, as footnoted, includes shares that may
be acquired pursuant to options exercisable within 60 days of the Record
Date. All expressions of percentage of shares held assume that the options
of the particular person or group in question have been exercised and no
others.
(2) Includes (i) 12,358 shares owned by Mr. Guerin's wife, (ii) 50,714 shares
and 100,000 shares in the John Patrick Guerin Trust and Guerin Family
Trust, respectively, each of which Mr. Guerin is a Trustee and beneficiary
and (iii) 156,621 shares in the J. Patrick Guerin III Trust, of which Mr.
Guerin is a Trustee but in which he has no beneficial interest.
(3) Includes 8,333 shares which may be acquired upon the exercise of stock
options.
(4) These shares are held by the Killian Family 1987 Trust of which Mr. Killian
is a Trustee and beneficiary.
(5) These shares are held by the Luce Family Trust of which Mr. Luce is a
Trustee and beneficiary.
(6) Amounts shown are as of October 1, 1994, the date Messrs. Shortley and
O'Dell resigned.
(7) Includes 1,700 shares owned by Mr. Shortley's wife and 18,900 shares owned
by the Shortley Living Trust of which Mr. Shortley is a Trustee and
beneficiary.
(8) These shares may be acquired upon the exercise of stock options.
(9) Includes 14,166 shares which officers as a group may acquire upon exercise
of stock options.
10.
<PAGE>
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to all persons known to
the Company to be the beneficial owners of more than five percent of the
Company's Common Stock as of April 3, 1995.
<TABLE>
<CAPTION>
Common
Stock
Name and Address of Beneficial Beneficially Percent of
Owner Owned Common Stock
-------------------------------------- ----------------- -------------
<S> <C> <C>
Berkshire Hathaway Inc. (1) 1,208,032 19.9
1440 Kiewit Plaza
Omaha, Nebraska 68131
ESL Partners, L.P. (2) 1,198,270 19.7
115 East Putnam Avenue
Greenwich, Connecticut 06830
J.P. Guerin 319,693 5.3
355 South Grand Avenue
Los Angeles, CA 90071
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_________________
(1) Ownership information obtained from Berkshire Hathaway Inc. Schedule 13D
dated December 14, 1990 ("Berkshire 13D"). The Berkshire 13D was also
filed on behalf of Warren E. Buffet, who may be deemed to control Berkshire
Hathaway Inc., and the following subsidiaries of Berkshire Hathaway Inc.
(the amount of the Company's stock owned by each such subsidiary as
reported in the Berkshire 13D is shown in parentheses following the
subsidiaries' names): National Indemnity Company (579,957); National
Liability & Fire Insurance Company (330,475); Columbia Insurance Company
(197,600); and National Fire and Marine Insurance Company (100,000).
Berkshire Hathaway exercises shared voting and dispositive power over all
shares listed.
(2) Ownership information contained in Form 4 filed March 9, 1995. ESL
Partners, L.P. exercises sole voting and dispositive power over all shares.
RELATED TRANSACTIONS
Mr. Rickershauser serves on the Board of Directors of The Vons Companies, Inc.
("Vons"). PS Trading, Inc., a subsidiary of PS Group, Inc., sells diesel fuel to
Vons. The fuel was competitively bid and it is anticipated that approximately
4,000,000 gallons of diesel fuel will be sold to Vons over a one-year period. In
1994, Vons purchased approximately $256,000 of diesel fuel from PS Trading, Inc.
11.
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COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Directors, executive officers and greater than ten-percent stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the Company's fiscal year 1994 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were met.
STOCK PERFORMANCE GRAPH
The following performance graph compares the five-year cumulative total
stockholder returns (assuming reinvestment of dividends) realized by the
Company's common stockholders with the S&P 500 index and with two peer groups
described below. The performance graph assumes $100 is invested in the Company's
Common Stock, the S&P 500 index and two composite indexes of peer companies on
December 31, 1989, and that dividends paid during the five years ending December
31, 1994 were reinvested when paid to purchase additional shares. The Company
has created a special peer group index because no published peer group
accurately mirrors the Company's businesses. For 1993, the Company used a peer
group index comprised of companies in the four different lines of business in
which the Company had material revenues. In March 1994, the Company sold its
travel management business, and the peer group index for 1994 reflects the
omission of that line of business. In addition, the performance of the Company's
aircraft leasing business is closely related to the financial condition of the
companies to which it leases aircraft. Therefore, the Company believes that the
peer group against which the performance of its aircraft leasing business should
be measured is more accurately the companies to which it leases aircraft, rather
than other companies in the aircraft leasing business. For 1994, the Company has
included in the peer group index the three companies to which it leases aircraft
and deleted the two aircraft leasing companies included in the peer group index
used in 1993. The Securities and Exchange Commission requires that both the old
peer group index and the new peer group index be presented in this year's Proxy
Statement.
Within each line of business the selected peer companies were weighted annually
by market capitalization at the beginning of each period for which a return is
indicated. Weighting of peer companies within the Company's line of businesses
was done annually by the asset value of each individual line of business.
12.
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Peer Group (old): This is the peer group used in the prior year's performance
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graphs. This peer group includes the following companies from each of the four
lines of business:
Travel management:* Aircraft leasing:
AMR Corp. Airlease Ltd.
Delta Air Lines Inc. PLM International Inc.
UAL Corp.
USAir Group, Inc. Oil and gas:
Alta Energy Corp.
Fuel sales and distribution: Hallador Petroleum Corp.
International Recovery Corp. Hallador Energy Corp.
Mercury Air Group Inc.
*Because there are no publicly traded companies that are exclusively in
travel management, airline companies were selected as the businesses that
most closely match the market conditions affecting travel management.
Peer Group (new): This peer group was developed after the sale of the travel
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management segment and includes the following companies from each segment:
Fuel sales and distribution: Oil and gas:
International Recovery Corp. Alta Energy Corp.
Mercury Air Group Inc. Hallador Petroleum Corp.
Hallador Energy Corp.
Aircraft leasing:
USAir Group, Inc.
Continental Airlines, Inc.
America West Airlines, Inc.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PS GROUP, S&P 500 INDEX, PEER GROUP (OLD) AND PEER GROUP (NEW)
PERFORMANCE GRAPH APPEARS HERE
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Measurement Period PS S&P Peer Peer
(Fiscal Year Covered) GROUP 500 INDEX Group (Old) Group (New)
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Measurement Pt-1989 $100 $100 $100 $100
FYE 1990 $111.364 $ 96.885 $ 69.59 $ 59.46
FYE 1991 $ 90.529 $126.276 $ 60.38 $ 44.67
FYE 1992 $ 28.571 $135.883 $ 56.72 $ 43.69
FYE 1993 $ 40.226 $149.517 $ 80.90 $ 48.45
FYE 1994 $ 32.707 $151.547 $ 85.41 $ 24.72
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13.
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OTHER MATTERS
INDEPENDENT AUDITORS
Ernst & Young LLP were the Company's auditors for 1994 and have been appointed
to serve as auditors during 1995. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if the representative desires to do so and to be available to respond
to appropriate questions.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the 1996 proxy materials, stockholder
proposals must be submitted to the Secretary of the Company at the Company's
principal executive offices not later than December 18, 1995 . To bring a
matter before the annual meeting a stockholder must give timely notice to the
Secretary of the Company, together with other information about the matter and
the stockholder proposing such matter as required by the Bylaws of the Company.
To be timely, notice must be delivered to or mailed and received at the
Company's executive offices not less than 30 days nor more than 60 days prior to
the date of an annual meeting; provided, however, that if less than 40 days'
notice or prior public disclosure of an annual meeting is given, a stockholder's
notice must be received at the principal offices of the Company not later than
the close of business on the 10th day following the day that notice of the
meeting was mailed or public disclosure of such meeting was made.
SOLICITATION OF PROXIES
The expenses of preparing and mailing the Notice of Annual Meeting, Proxy
Statement and form of Proxy will be paid by the Company. In addition to the
solicitation of proxies by mail, proxies may be solicited by directors, officers
and regular employees of the Company (who will receive no additional
compensation), by personal interviews, telephone, telecopy and telegraph. The
Company has retained Skinner & Co. to assist in solicitation of proxies and for
assistance in distribution of proxies and accompanying material to brokerage
houses and institutions. Skinner & Co. will use approximately ten of its
employees and will be paid fees of approximately $3,500 for its services. It is
anticipated that banks, custodians, nominees and fiduciaries will forward proxy
soliciting material to beneficial owners of the Company's Common Stock and that
such persons will be reimbursed by the Company for their expenses incurred in
this connection.
14.
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OTHER MATTERS
The Board of Directors is not aware of any matters to be brought before the
Annual Meeting other than as stated in the Notice of Annual Meeting. However,
if any other matters come before the meeting, it is the intention of the proxy
holders to vote in their discretion on such matters pursuant to such proxy.
By Order of the Board of Directors
/s/ Johanna Unger
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JOHANNA UNGER
Secretary
Dated: April 11, 1995
15.
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F O R M O F P R O X Y L A N G U A G E
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* * * * * * S i d e 1 * * * * * *
PROXY
PS GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints LAWRENCE A. GUSKE and JOHANNA UNGER and each of them,
proxies, with power of substitution, to vote all shares which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of PS Group, Inc. called
to be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California 90071, on Wednesday, May 31, 1995, at 10:00 a.m. local time and all
adjournments.
(Continued and to be signed on other side.)
* * * * * * S i d e 2 * * * * * *
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH NOMINATED DIRECTOR unless
specified to the contrary.
______________ ____________
Account Number Common Stock I plan to attend meeting ___
Item 1. ELECTION OF DIRECTORS: Robert M. Fomon, J.P. Guerin, and
Gordon C. Luce.
For all nominees WITHHOLD (To withhold authority
listed (except as AUTHORITY to vote for any individual nominee,
marked to the to vote for all write that nominee's name in the
contrary at right) nominees listed above. space provided below.)
_____ _____ ____________________________________
Item 2. To vote upon such other business as may properly come before the
meeting or any adjournment thereof as to which the undersigned hereby confers
discretionary authority upon said proxies.
Important: Please sign exactly as
your name or names appear hereon. If
signing as executor, trustee or
other fiduciary, give your full
title as such.
Dated: ________________________1995
____________________________________
(Signature)
____________________________________
(Signature)
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE U.S.A.
