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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
RULE 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PS GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
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(4) Date Filed: N/A
Notes:
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NEWS RELEASE
[LOGO OF PS GROUP INC.]
FOR IMMEDIATE RELEASE
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PS GROUP, INC. REPORTS NET INCOME FOR FIRST QUARTER OF 1996
SAN DIEGO, CA, MAY 1, 1996 -- PS Group, Inc. (NYSE Symbol: PSG) reported
net income for the first quarter of 1996 of $871,000 - $.14 per share - compared
to net income of $909,000 - $.15 per share - for 1995's first quarter. 1996
results were negatively affected by after-tax charges of $271,000 - $.04 per
share - related to: expenses for permanent removal of fuel distribution
pipelines as a result of construction at the San Francisco International
Airport, fees and expenses in connection with the proposed holding company
reorganization to preserve PSG's tax benefits and the write-down of PSG's
investment in U.S. Government securities as a result of recent higher interest
rates. Partially offsetting these charges in 1996 is additional after-tax
income of $200,000 - $.03 per share - related to the final settlement of PSG's
administrative claim in Pan Am's bankruptcy at a higher amount than originally
estimated, plus the sale of 747 engine parts from inoperable engines returned by
Pan Am related to the two 747 aircraft sold by PSG in 1995.
1996 first quarter unconsolidated results for the parent company, PSG,
which includes the leasing activity, were approximately the same as 1995. The
increase in consolidated revenues in 1996 was generated by PS Trading (PST),
PSG's fuel sales and distribution subsidiary. These added revenues resulted
primarily from increased sales volume by PST's wholesale fuel marketing
division. PST 1996 results were positively impacted by higher fuel prices in
March, 1996. Excluding the pipeline removal expenses mentioned above, PST's
first quarter 1996 results were improved over 1995. Fuel prices have continued
to increase in the second quarter of 1996 and PST, as a holder of fuel
inventory, is expected to benefit as a result. Statex, PSG's oil and gas
production and development subsidiary, recorded higher net income in 1996,
principally due to higher oil prices versus 1995.
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Usage of tax benefit carryforwards
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PSG has significant federal tax net operating loss carryforwards and investment
tax credit carryforwards. Certain federal tax regulations could severely limit
future usage of these tax benefits. These limitations would apply if there were
a "calculated" 50% stock ownership change over a three year period ("ownership
change"). The change in ownership calculation, which is complex, is heavily
influenced by changes in shares held by owners of 5% or more of PSG stock.
While a 50% stock ownership change over the three year measuring period
preceding the date of this press release has not occurred (estimated cumulative
change is in excess of 35%), future ownership changes, primarily involving
present or future holders of 5% or more of PSG's shares, could result in a
"calculated" ownership change. Generally, PSG has no control of purchases or
sales by investors who acquire 5% or more of PSG shares. At PSG's 1996 Annual
Meeting scheduled to be held on May 28, 1996, stockholders of PSG will have the
opportunity to vote on a holding company reorganization transaction that would
impose share transfer restrictions designed to help decrease the risk that an
"ownership change" will occur. This press release does not constitute an
offering of the securities of the proposed new holding company, PS Group
Holdings, Inc. Such offering is being made under the federal securities laws
only pursuant to the prospectus/proxy statement, dated April 17, 1996,
distributed in connection with the 1996 Annual Meeting.
PS GROUP, INC.
CONSOLIDATED INCOME STATEMENT
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
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1996 1995
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<S> <C> <C>
Revenues ........................... $50,117 $37,087
Costs and expenses ................ 48,627 35,523
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Income before taxes ................ 1,490 1,564
Provision for taxes ................ 619 655
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Net income ......................... 871 909
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Net income per share ............. $ .14 $ .15
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Shares used in determination of
net income per share .............. 6,068 6,068
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</TABLE>
CONTACT: LAWRENCE A. GUSKE, PS GROUP, INC., (619) 642-2982
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