<PAGE>
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.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
-----------------------------------------------------
(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
(3) Filing Party: N/A
(4) Date Filed: N/A
Notes:
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RULE 424(B)(3) SUPPLEMENT
[LOGO OF PS GROUP INC.]
Suite 1050
4370 La Jolla Village Drive
San Diego CA 92122
(619) 642-2999
May 1, 1996
Dear Stockholder:
By now you have probably received our Prospectus/Proxy Statement dated April
17, 1996 relating to the 1996 Annual Meeting of Stockholders to be held on May
28, 1996.
I am pleased to be able to advise you that, since we mailed the
Prospectus/Proxy Statement, Berkshire Hathaway, our largest stockholder, has
informed us that it intends to vote all of its shares at the 1996 Annual
Meeting in favor of management's proposals and against the stockholder
proposal.
Enclosed with this letter is a Supplement to the Prospectus/Proxy Statement.
Among other things, the Supplement notes that we have received a nomination of
an individual for election as a director which is NOT supported by your Board
of Directors.
We urge you to give the enclosed Supplement, as well as the Prospectus/Proxy
Statement and the 1995 Annual Report enclosed therewith, your careful
attention.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR OUR TWO
NOMINEES FOR ELECTION TO THE BOARD (CHARLES E. RICKERSHAUSER, JR. AND DONALD
W. KILLIAN, JR.), FOR OUR PROPOSED HOLDING COMPANY REORGANIZATION INTENDED TO
PRESERVE THE COMPANY'S SUBSTANTIAL TAX BENEFITS, AND AGAINST THE STOCKHOLDER
PROPOSAL CONTAINED IN THE PROSPECTUS/PROXY STATEMENT.
For your convenience, we also enclose another copy of our proxy card. If you
have not already sent back the proxy card we previously mailed to you, please
complete, sign and date the new card and return it in the enclosed postage-
paid envelope.
Your vote is important irrespective of the number of shares you own and
whether or not you plan to attend the 1996 Annual Meeting in person.
Thank you for your support.
Sincerely,
/s/ Charles E. Rickershauser, Jr.
Charles E. Rickershauser, Jr.
Chairman of the Board and Chief Executive
Officer
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PROSPECTUS SUPPLEMENT PURSUANT TO
RULE 424(B)(3) UNDER THE
SECURITIES ACT OF 1933
SUPPLEMENTING AMENDMENT NO. 2
DATED APRIL 17, 1996 TO
REGISTRATION STATEMENT NO. 333-00821
ORIGINALLY FILED ON FEBRUARY 9, 1996
SUPPLEMENT DATED MAY 1, 1996
TO
PROSPECTUS OF PS GROUP HOLDINGS, INC.
AND TO
PROXY STATEMENT OF PS GROUP, INC.
GENERAL
This Supplement supplements the Prospectus/Proxy Statement dated April 17,
1996 (the "Prospectus/Proxy Statement") furnished by the Company in connection
with the solicitation of proxies by the Company Board in connection with the
Annual Meeting.
Capitalized terms used but not defined in this Supplement have the meanings
ascribed to them in the Prospectus/Proxy Statement. Cross-references in this
Supplement are to the cited sections of the Prospectus/Proxy Statement.
This Supplement is intended to be read in conjunction with the
Prospectus/Proxy Statement. All information contained in the Prospectus/Proxy
Statement is hereby incorporated by reference into this Supplement.
CERTAIN ADDITIONAL INFORMATION
Berkshire Hathaway has informed the Company that it intends to vote all of
its shares of Company Common Stock at the Annual Meeting in favor of the
election of the Board's two nominees for election to the Company Board (see
"ELECTION OF DIRECTORS"), in favor of the Reorganization (see "THE
REORGANIZATION") and against the Stockholder Proposal (see "STOCKHOLDER
PROPOSAL"). Berkshire Hathaway has reported to the Commission beneficial
ownership (including voting power) of 1,208,032 shares of Company Common
Stock, representing 19.9% of the aggregate number of votes entitled to be cast
at the Annual Meeting (see "BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS").
By letter April 19, 1996, Pirindel Investment Research ("Pirindel"), through
its President Peter J. Pirinea, has notified the Company, pursuant to the
Company By-laws, that it wishes to nominate to the Company Board, at the
Annual Meeting, Joseph S. Pirinea (the "Proponent"), the proponent of the
Stockholder Proposal (see "STOCKHOLDER PROPOSAL"). In its letter, Pirindel
states that such notice of nomination is being made by it on behalf of the
owners of approximately 1.7% of the Company Common Stock. According to such
letter, the Proponent is 41 years old; his principal occupation is a certified
public accountant with Pirinea, Cozzolino & Kelly P.C. of Hemstead, New York;
and he beneficially owns 60,850 shares of Company Common Stock. The Proponent
has requested, pursuant to the Delaware Corporate Law, a stockholder list as
of the Record Date for the purpose of communicating the Stockholder Proposal
and his nomination. The Company has determined that it will recognize the
nomination of the Proponent if it is validly moved and seconded at the Annual
Meeting and that it will provide the requested stockholder list if the
Proponent complies with the applicable requirements of the Delaware Corporate
Law. In view of these developments, the Company may be deemed to be engaged in
an "election contest" for purposes of the Commission's proxy rules promulgated
pursuant to the Exchange Act. Accordingly, certain information that was not
required to be included in the Prospectus/Proxy Statement is set forth in
Annex A hereto. NEITHER THE COMPANY NOR HOLDINGS ASSUMES ANY RESPONSIBILITY
FOR PROVIDING ANY INFORMATION WITH RESPECT TO THE PROPONENT, HIS NOMINATION,
THE STOCKHOLDER PROPOSAL OR ACTIONS THAT MAY BE TAKEN IN CONNECTION THEREWITH
BY HIM OR ON HIS BEHALF OTHER THAN AS SET FORTH IN THE PROSPECTUS/PROXY
STATEMENT, AS SUPPLEMENTED BY THIS SUPPLEMENT (AS SO SUPPLEMENTED, THE
"SUPPLEMENTED PROSPECTUS/PROXY STATEMENT").
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INCORPORATION BY REFERENCE
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to April 17, 1996 (the date of the
Prospectus/Proxy Statement) and prior to the Effective Time shall be deemed to
be incorporated in and to be a part of the Supplemented Prospectus/Proxy
Statement from the respective dates of filing thereof (such documents being
hereafter referred to as "Incorporated Documents"). Any statement contained in
the Supplemented Prospectus/Proxy Statement shall be deemed to be modified or
superseded for purposes of the Supplemented Prospectus/Proxy Statement to the
extent that any statement contained in any Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
the Supplemented Prospectus/Proxy Statement.
The Supplemented Prospectus/Proxy Statement incorporates documents by
reference which are not presented therein or delivered therewith. These
documents are available upon request from the Company at 4370 La Jolla Village
Drive, San Diego, California 92122, Attention: Corporate Secretary, by
telephone at (619) 642-2999, or by facsimile at (619) 642-1955. In order to
ensure timely delivery of the documents, any request should be made by five
business days prior to the date of the Annual Meeting. In addition, the
Incorporated Documents may be inspected and copied at prescribed rates at the
public reference facilities maintained by the Securities and Exchange
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the SEC's regional offices at The Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such documents may be
obtained by mail from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
2
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ANNEX A
CERTAIN ADDITIONAL INFORMATION
The following information supplements, and should be read in conjunction
with, the information contained in the Supplemented Prospectus/Proxy
Statement.
ADDITIONAL INFORMATION CONCERNING THE COMPANY'S DIRECTORS
The names and principal business addresses of the Company's directors are as
follows: Mr. Rickershauser, PS Group, Inc., Suite 1050, 4370 La Jolla Village
Drive, San Diego, California 92122; Mr. Killian, Call, Clayton & Jensen, 610
Newport Center Drive, Suite 700, Newport Beach, California 92660; Mr. Guerin,
355 South Grand Avenue, 34th Floor, Los Angeles, California 90071; Mr. Luce,
12555 High Bluff Drive, Suite 150, San Diego, California 92130; and Mr. Fomon,
EastWest Capital Management, 641 Lexington Avenue, 11th Floor, New York, New
York 10022.
Except as disclosed in this Annex A and the Supplemented Prospectus/Proxy
Statement, to the knowledge of the Company none of the Company's directors:
(i) owns of record any securities of the Company that are not also
beneficially owned by them; (ii) is, or was within the past year, a party to
any contracts, arrangements or understandings with any person with respect to
the securities of the Company, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholdings of proxies; (iii) has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at
the Annual Meeting; or (iv) beneficially owns any securities of any parent or
subsidiary of the Company. Except as disclosed in this Annex A and the
Supplemented Prospectus/Proxy Statement, to the knowledge of the Company none
of the Company's directors nor any of their associates has any arrangement or
understanding with any person with respect to future employment by the Company
or its affiliates or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party, nor any material
interest, direct or indirect, in any transaction which has occurred since
January 1, 1995 or any currently proposed transaction, or series of similar
transactions, to which the Company or any of its affiliates was or is to be a
party and in which the amount involved exceeds $60,000.
Except as described in this Annex A, no director of the Company has
purchased or sold any securities of the Company within the two past years. The
Guerin Family Trust, of which Mr. Guerin is both a trustee and a beneficiary,
sold 60,000 shares of Company Common Stock on June 28, 1994 and sold 16,370
shares of Company Common Stock on December 14, 1994. The J. Patrick Guerin III
Trust, of which Mr. Guerin is a trustee but not a beneficiary, sold 20,000
shares of Company Common Stock on October 19, 1994.
ADDITIONAL INFORMATION CONCERNING THE COMPANY'S SOLICITATION OF PROXIES
In connection with the Annual Meeting, proxies may be solicited by the
Company and its directors and executive officers (who will receive no
compensation therefor in addition to their regular salaries and fees) by mail,
telephone, telegram, facsimile transmission and other electronic communication
methods or personal interview. The Company's proxy solicitation firm,
MacKenzie Partners, Inc., may use up to approximately 20 persons in such
solicitation and its aggregate fees in connection with such solicitation are
estimated not to exceed $25,000.
Although no precise estimate can be made at this time, the Company estimates
that the aggregate amount to be spent by the Company in connection with the
solicitation of proxies by the Company will be approximately $60,000, of which
approximately $25,000 has been incurred to date. This amount includes certain
fees payable to MacKenzie Partners, Inc. but excludes (i) the salaries and
fees of officers, directors and employees of the Company, (ii) the normal
expenses of an uncontested election and (iii) other expenses not related to
Pirindel's notice to the Company of its intention to nominate the Proponent
for election to the Company Board.
