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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
PS Group, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
693624-108
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(CUSIP Number)
Janice V. Sharry, Haynes and Boone, L.L.P.
3100 Nations Bank Plaza, Dallas, TX 75202, (214) 651-5562
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1996
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(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 filing 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 filed 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).
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SCHEDULE 13D
CUSIP No. 693624-108 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ESL Partners, L.P., a Delaware limited partnership
22-2875193
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,198,270
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,198,270
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,198,270
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
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The Schedule 13D dated December 2, 1993, as amended (the "Schedule 13D")
of ESL Partners, L.P., a Delaware limited partnership (the "Partnership"),
relating to the Common Stock, par value $1.00 per share (the "Shares"), of PS
Group, Inc., a Delaware corporation (the "Company"), is hereby amended as set
forth below. Capitalized terms in this Amendment No. 11 shall have the
meanings set forth in the Schedule 13D.
ITEM 4. PURPOSES OF THE TRANSACTION.
Item 4 is hereby amended by the addition of the following paragraph:
"The Partnership sent another letter to the Company dated May 2, 1996
concerning (i) the Partnership's expectation of certain cash distributions by
the Company to shareholders following a sale of assets by the Company, (ii) the
Partnership's interest in investigating an acquisition of airplane assets
from the Company, (iii) the Partnership's dissatisfaction with respect to
planned capital additions in the Company's oil and gas subsidiary, and (iv)
the Partnership's current intention to vote against the proposed
reorganization of the Company and to vote for Mr. Joseph S. Perinea as a
director of the Company."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(c) is hereby amended and restated by the following paragraph:
"(c) The Partnership has not engaged in any transactions in the Shares
during sixty (60) days prior to the date hereof."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition of the following paragraph:
"7.3 Letter dated May 2, 1996, from ESL Partners, L.P. to the Board of
Directors of PS Group, Inc."
3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 11 to Schedule
13D is true, complete and correct.
Date: May 2, 1996.
ESL PARTNERS, L.P.
By: RBS Partners, L.P., its general partner
By: ESL Investments, Inc.
its general partner
By: /s/ E.J. Bird
---------------------------------
Name: E.J. Bird
Title: Vice President
4
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
7.3 Letter dated May 2, 1996, from ESL Partners, L.P. to 6
the Board of Directors of PS Group, Inc.
5
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EXHIBIT 7.3
May 2, 1996
The Board of Directors
c/o Mr. Charles Rickershauser
Chairman
PS Group, Inc.
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
Dear Sirs:
Your latest proxy discusses PS Group, Inc. (the "COMPANY") initiating
"preliminary discussions with a specialized investment banking firm about the
feasability of selling one or more of the Company's MD-80 and/or Boeing
737-300 aircraft." Since six of the seven MD-80s in the Company's fleet are
currently leased to USAir, we presume that these discussions are based on a
desire to lessen the Company's exposure to USAir as well as to seek ways to
efficiently utilize the Company's tax loss and tax credit carryforwards. The
Company has maintained for some time that the threat of a USAir bankruptcy
requires it to maintain cash levels in excess of what would otherwise be
needed by the business. This issue is cited as a primary reason for not
making further cash distributions at this time. Although your opinion about
USAir's prospects is not shared by us or the financial markets (based on the
levels at which USAir's common stock and debt trade), we would anticipate
that any transaction entered into by the Company to sell any or all of its
aircraft with exposure to USAir would result in a cash distribution to
shareholders equal to the amount of cash raised in the transaction or
transactions, net of debt repayments on the related assets. Further, we
would like to formally indicate our own interest in investigating an
acquisition of the Company's aircraft that are subject to leases with USAir
and request that you provide us with relevant information and data so that we
may begin due diligence as soon as possible. We believe that it would be in
the best interest of all shareholders if we had an opportunity to evaluate
such information before any transaction with another party or parties was
entered into by the Company.
We were very disappointed to see in your Annual Report that the Company
expects to make planned capital additions in 1996 of "approximately $12
million, most of which relates to Statex acquiring and developing two new oil
and gas fields with enhanced recovery potential." The Company's track record
for allocating capital has been abysmal. For example, significant
investments in Recontek and US Travel were both major disappointments. In
our view, and we suspect in the view of many shareholders, an investment of
the magnitude indicated in your Annual Report in a business as inherently
risky as the oil and gas business is not in the best interest of
shareholders. Excess capital available to the Company at this time should be
returned to shareholders rather than risked in an investment that is so
speculative in nature. If the opportunities that are available to Statex are
so truly outstanding, surely other companies in the oil and gas business
would recognize the opportunity as well. The Company's failure to draw
acceptable interest when it tried to sell Statex a couple of years ago is
another strong indication that its prospects are not as attractive as
management seems to believe.
As we have previously stated, our current intention is to vote against the
Company's proposed adoption of its Restated Agreement and Plan of
Reorganization. In addition, we wanted to inform you that our current plan
is to vote for Mr. Joseph S. Perinea, the proponent of the stockholder
proposal in the Company's proxy, as a director of the Company. It is clear
that this company needs board members who recognize that the cash generated
by the Company should be paid out to the shareholders and not used to
speculate on oil and gas drilling projects.
Thank you for your time and attention.
Sincerely,
ESL Partners, L.P.
By: /s/ Edward S. Lampert
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Edward S. Lampert
6
