PS GROUP INC
8-K, 1996-05-28
TRANSPORTATION SERVICES
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<PAGE>
 
 
                      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



                                  May 28, 1996
                       (Date of earliest event reported)



                                 PS GROUP, INC.
             (Exact name of registrant as specified in its charter)



           Delaware                    1-7141                     95-2760133
(State or other jurisdiction    (Commission file number)      (I.R.S. Employer
     of incorporation)                                       Identification No.)



                    4370 La Jolla Village Drive, Suite 1050
                          San Diego, California  92122
             (Address of principal executive offices and zip code)



                                 (619) 642-2999
                        (Registrant's telephone number)


<PAGE>
 
 
ITEM 5.    OTHER EVENTS
 
          The Company has issued a press release dated May 28, 1996.  A copy of
the press release is incorporated herein by reference and is attached hereto as
Exhibit 99.1.

                                      -2-

<PAGE>
 
ITEM 7. (c)   EXHIBITS

<TABLE> 
<CAPTION> 
Exhibit
Number    Description
- -------   -----------
<C>       <S> 
99.1      Press Release dated May 28, 1996
</TABLE> 

                                      -3-

<PAGE>
 

                                   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 thereunto duly authorized.

                                       PS GROUP, INC.
                                       (Registrant)

Date: May 28, 1996


                                       By:  /s/ CHARLES E. RICKERSHAUSER, JR.
                                            ---------------------------------
                                            Charles E. Rickershauser, Jr.,
                                            Chairman of the Board and Chief
                                            Executive Officer

                                      -4-

<PAGE>

 
                                 EXHIBIT INDEX
                                 -------------

     The following exhibits are hereby filed as part of this Form 8-K:

<TABLE> 
<CAPTION> 
Exhibit                                                                  Page
Number  Description                                                      Number
- ------  -----------                                                      ------
<C>     <S>                                                              <C> 
99.1    Press Release dated May 28, 1996

</TABLE> 

                                      -5-


 

<PAGE>
 
                                                                    EXHIBIT 99.1
                                                                    ------------

[PS GROUP LOGO]

FOR IMMEDIATE RELEASE
- ---------------------



                        PS GROUP 1996 ANNUAL MEETING OF
                       STOCKHOLDERS ADJOURNED TO JUNE 5



     SAN DIEGO, CA -- May 28, 1996.  PS Group, Inc. (NYSE Symbol:PSG) announced
today that, as anticipated in its May 21, 1996 press release, its 1996 Annual
Meeting of Stockholders convened today was adjourned until 10:00 a.m. local
time, on June 5, 1996 at the Sheraton Grande Hotel in Los Angeles.  At the
adjourned meeting, stockholders will vote on the election of the two Board
nominees for election as directors and vote on the company's pending
reorganization plan.  By reason of previously announced commitments of several
stockholders, the election of the nominees and the approval of the
reorganization is expected.

                                     # # #

                                    CONTACT:

LAWRENCE A. GUSKE                                  DANIEL H. BURCH          
PS GROUP, INC.                                     MACKENZIE PARTNERS, INC. 
(619)642-2982                                      (212)929-5749             


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