<PAGE>
--------------------------
OMB APPROVAL
--------------------------
OMB NUMBER: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form ..... 14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
PS Group, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
693624-108
- ------------------------------------------------------------------------------
(CUSIP Number)
Janice V. Sharry, Haynes and Boone, L.L.P.
3100 Nations Bank Plaza, Dallas, TX 75202, (214) 651-5562
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 6, 1996
- ------------------------------------------------------------------------------
(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).
<PAGE>
CUSIP No. 693624-108 SCHEDULE 13D Page 2 of 7 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
ESL PARTNERS, L.P., a Delaware limited partnership
22-2875193
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 1,198,270
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
1,198,270
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,270
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
19.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
--- ---
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated in its entirety by the following
paragraph:
"This statement relates to the common stock, par value $1.00 per share (the
"Common Stock") of PS Group, Inc., a Delaware corporation (the "Company"). The
address of the principal executive offices of the Company is 4370 La Jolla
Village Drive, Suite 1050, San Diego, California 92122."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety by the following
paragraphs:
"This statement is filed on behalf of ESL Partners, L.P., a Delaware
limited partnership (the "Partnership"). The general partner of the Partnership
is RBS Partners, L.P. (the "General Partner"). The general partner of the
General Partner is ESL Investments, Inc., a Delaware corporation. Edward S.
Lampert, a citizen of the United States ("Lampert"), is the controlling
stockholder of ESL Investments, Inc. The executive officers and directors of
ESL Investments, Inc. are as follows: Lampert, President and director, and
E.J. Bird, a citizen of the United States ("Bird"), Vice President, Treasurer
and Secretary. The General Partner, ESL Investments, Inc., Lampert and Bird are
herein referred to as "Control Persons."
The address of the principal offices of the Partnership, the General
Partner and ESL Investments, Inc. is One Lafayette Place, Greenwich, Connecticut
06830. The business address of Lampert and Bird is One Lafayette Place,
Greenwich, Connecticut 06830.
The Partnership's principal business is purchasing, holding and selling
securities for investment purposes. The principal business of the General
Partner is serving as the general partner of the Partnership. The principal
business of ESL Investments, Inc. is serving as the general partner of RBS.
Lampert's principal business is serving as the President and director of ESL
Investments, Inc. Bird's principal business is serving as Vice President,
Treasurer and Secretary of ESL Investments, Inc.
Neither the Partnership nor, to the best of its knowledge, any Control
Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
Neither the Partnership, nor, to the best of its knowledge, any Control
Person has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations or, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety by the following
paragraphs:
"The $12,608,037 used to make purchases of the Common Stock as previously
reported pursuant to Schedule 13D came from the Partnership's working capital
which may at any given time include funds borrowed in the ordinary course of its
business activities from margin accounts."
ITEM 4. PURPOSES OF THE TRANSACTION.
Item 4 is hereby amended and restated in its entirety by the following
paragraphs:
"The Partnership acquired the Shares for investment purposes in the
ordinary course of business. Neither the Partnership nor any Control Person has
any present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D, except as set forth below. The Partnership and the Control Persons reserve
the right to acquire additional securities of the Company, to dispose of such
securities at any time, or to formulate other purposes, plans or proposals
regarding the Company or any of its securities, to the
<PAGE>
Page 4 of 7 Pages
--- ---
extent deemed advisable in light of their general investment policies, market
conditions or other factors.
The Partnership previously sent a letter proposal to the Company dated
December 20, 1994 concerning an amendment of the Company's Rights Agreement
dated as of June 30, 1986 (the "Rights Agreement") to allow the Partnership to
purchase Shares in excess of the 20% limitation set forth in the Rights
Agreement.
The Partnership sent a letter proposal to the Company dated March 6, 1996
concerning the dividend policy of the Company to encourage the Company to
distribute cash to its stockholders."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety by the following
paragraphs:
"(a) The Partnership beneficially owns an aggregate of 1,198,270 shares
(the "Shares") of Common Stock of the Company (which is approximately 19.9% of
the Shares outstanding based on information reported in the Company's
preliminary proxy statement filed with the Securities and Exchange Commission on
February 9, 1996).
Except as set forth herein, neither the Partnership nor, to its best
knowledge, any Control Person beneficially owns any Shares.
(b) The Partnership has sole voting power and sole dispositive power with
respect to the Shares beneficially owned by the Partnership.
(c) The Partnership has not engaged in any transactions in the Shares
during sixty (60) days prior to the date hereof.
(d) Neither the Partnership, nor to its best knowledge, any Control
Person, has or knows any other person who has the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of, any
Shares beneficially owned by the Partnership.
(e) not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety by the following
paragraph:
"None."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety by the following
paragraphs:
"*7.1 Letter Proposal dated December 20, 1994, from ESL
Partners, L.P. to Mr. Charles E. Rickershauser, Jr. of PS Group,
Inc.
7.2 Letter Proposal dated March 6, 1996, from ESL Partners, L.P. to
the Board of Directors of PS Group, Inc.
*previously filed"
<PAGE>
Page 5 of 7 Pages
--- ---
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 10 to Schedule 13D
is true, complete and correct.
Date: March 6, 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
<PAGE>
Page 6 of 7 Pages
--- ---
EXHIBIT INDEX
EXHIBIT DESCRIPTION Page
------- ----------- ----
7.2 Letter Proposal dated March 6, 1996, 7
from ESL Partners, L.P. to the Board
of Directors of PS Group, Inc.
<PAGE>
[Letterhead of ESL Investments, Inc.]
March 6, 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
Gentlemen:
We were disappointed with the proposal by PS Group (the "Company") to
restrict the acquisition and sale of shares by existing and potential
significant holders of the Company's stock, as contemplated by the recently
filed preliminary proxy materials. Although we understand the Board's interest
in trying to protect the Company's NOLs, we believe a more pressing concern that
should be given priority is the existing gap between the stock's market price
and the intrinsic value of the Company. We believe there are many shareholders
that share our conviction that the Company should act to reduce this gap by,
among other things, making an additional cash distribution to shareholders.
Representatives of the Company have previously indicated that the primary
reasons for the Company to continue to hold its cash were the threat of a US Air
bankruptcy and the potential loss of the NOLs. Your current proposal tries to
address the issue with respect to the NOLs. We believe that the specter of more
5% holders would go away if your stock were not so cheap relative to the
Company's intrinsic value and that the more appropriate way to attack the NOL
issue is to take actions to raise the stock price. The threat of a US Air
bankruptcy has diminished significantly. Based on publicly available
information, US Air has turned around its performance by cutting over $500
million per year in non-labor costs (labor cost reductions are still being
pursued), built cash levels to $900 million by the end of 1995 and has indicated
that the outlook for the first part of 1996 continues to be favorable. In
addition, US Air has begun to have success in sub-leasing their BAe 146 fleet,
which includes 10 PS Group planes. According to US Air representatives, they
have definitive agreements, letters of intent and deposits for a total of 10 of
their BAe 146 planes and are hopeful that the entire fleet will be sub-leased by
the end of 1996. In summary, the probabilities of the occurrence of events that
would require large outlays of cash by the Company have clearly shifted
significantly in the Company's favor and will become more favorable if actions
are taken to improve the stock price.
Based on publicly available information, we believe PS Group should have
had $3.00 per share in unrestricted cash and securities at December 31, 1995.
In addition, the Company should be able to generate an additional $1.00 per
share of unrestricted cash by the end of 1996. An additional cash distribution
by the Company at this time of $2.50 per share would return capital to
shareholders who can put it to a better use and send an overdue positive signal
to the market about the Company's outlook for the future. In addition, the
Company should be aggressively pursuing ways to realize value on its existing
assets.
Closing the gap between the Company's stock price and its intrinsic value
should be the Board's number one priority. Without any concrete plan expressed
by the Company to address this issue, I cannot support the Company's proposal to
restrict shareholder rights, as contemplated in the preliminary proxy materials.
In light of the foregoing, my current intention would be to vote against the
Company's proposal. I would appreciate the opportunity for discussion relating
to this issue and others raised in this letter before the Company proceeds with
the proxy materials.
I look forward to your call.
Sincerely,
/s/ Edward S. Lampert
------------------------------------
Edward S. Lampert
