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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
PS GROUP INC.
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(Name of Registrant as Specified In Its Charter)
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF PS GROUP INC.]
FOR IMMEDIATE RELEASE
PS GROUP AND JOSEPH S. PIRINEA SIGN AGREEMENT TERMINATING
PROXY CONTEST
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PIRINEA WILL BE APPOINTED TO NEW PS GROUP BOARD SEAT AND
NEW STRATEGIC PLANNING COMMITTEE TO EXPLORE ALTERNATIVES
FOR ENHANCING STOCKHOLDER VALUE FOLLOWING THE 1996 ANNUAL
MEETING
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IF PROPOSED HOLDING COMPANY REORGANIZATION IS
IMPLEMENTED, SHARE TRANSFER RESTRICTIONS WILL EXPIRE
AFTER FOUR YEARS UNLESS EXTENDED BY STOCKHOLDER VOTE.
PIRINEA WILL VOTE IN FAVOR OF PROPOSED REORGANIZATION
SAN DIEGO, CA -- May 20, 1996. PS Group, Inc. (NYSE Symbol:PSG) announced
today that it has entered into an agreement with Joseph S. Pirinea which
resolves a proxy contest relating to PS Group's Annual Meeting of Stockholders
to be held on May 28, 1996.
Charles E. Rickershauser, Jr., PS Group's Chairman and Chief Executive
Officer, stated:
"Our Board is pleased that it has resolved its differences with Mr.
Pirinea. We will now be able to give our undivided attention to the ongoing
task of enhancing stockholder value. We look forward to Mr. Pirinea's
constructive contributions to this task as a member of our Board.
The Board remains convinced that a vital step in that process is the
completion of the reorganization. We urge all stockholders, whatever their
views on any other issues, to act in their own economic self-interest by
voting for the reorganization."
Mr. Pirinea had previously been nominated for election to the Board in
opposition to the two current directors who are standing for re-election for
terms expiring in 1999. He had also indicated his intention to vote against
the Company's proposed holding company reorganization and had submitted a
stockholder proposal calling for the stockholders to recommend retention of an
investment banker to evaluate certain possible courses of action. Under the
agreement, Mr. Pirinea has withdrawn his nomination and his stockholder
proposal, and he will support the proposed reorganization.
At the organizational meeting of the PS Group Board to be held immediately
following the conclusion of the 1996 Annual Meeting, Mr. Pirinea will be
appointed to a newly-created vacancy on the Board, with a term expiring in
1997. If the proposed holding company reorganization is consummated, he will
be appointed for a corresponding term to the board of PS Group Holdings.
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In addition, Mr. Pirinea will be appointed to a Strategic Planning Committee
of the Board of PS Group, or, if the reorganization is consummated, the new
holding company called PS Group Holdings. The charter of this Committee will
be to explore alternatives for enhancing stockholder value, including
alternatives that would enable the Company to make prudent distributions to
its stockholders in the future. The Committee will continue to work with the
specialized investment banking firm that has been assisting PS Group in
evaluating the feasibility of a sale involving some or all of its aircraft. In
addition, the Committee will seriously consider whether its work in evaluating
all of the Company's businesses would be enhanced by retaining additional
investment banking assistance. The Committee will be required to make periodic
reports to the Board of Directors and submit any recommendations for the
Board's review and appropriate action.
Under the Agreement, immediately following the consummation of the
reorganization, the certificate of incorporation of PS Group Holdings will be
amended in two respects. First, the requirement for a vote of two-thirds of
the outstanding shares to amend or repeal the transfer restrictions on the PS
Group Holdings shares will be removed so that, under Delaware law, holders of
a majority of the outstanding shares will have the power to adopt such an
amendment or repeal. Second, the restrictions will lapse as to future
transfers (if not earlier terminated by the Board because, among other
reasons, they no longer necessary to preserve the Company's tax benefit) at
the annual meeting held in the year 2000 (rather than after 15 years) unless,
at that meeting, the stockholders vote to continue the restrictions by a vote
of a majority of the outstanding shares.
The full text of the Agreement will be contained in a Current Report on Form
8-K to be filed by PS Group with the SEC shortly. Additional information about
the Agreement will be disseminated to stockholders within the next few days.
# # #
CONTACT:
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<S> <C>
LAWRENCE A. GUSKE DANIEL H. BURCH
PS GROUP, INC. MACKENZIE PARTNERS, INC.
(619) 642-2982 (212 ) 929-5748
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