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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 21, 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)
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ITEM 5. OTHER EVENTS
The Company has issued a press release dated May 21, 1996. A copy of
the press release is incorporated herein by reference and is attached hereto as
Exhibit 99.1.
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ITEM 7. (c) EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<C> <S>
99.1 Press Release dated May 21, 1996
</TABLE>
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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 21, 1996
By: /s/ CHARLES E. RICKERSHAUSER, JR.
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Charles E. Rickershauser, Jr.,
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
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The following exhibits are hereby filed as part of this Form 8-K:
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<CAPTION>
Exhibit Page
Number Description Number
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<C> <S> <C>
99.1 Press Release dated May 21, 1996
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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PS GROUP WILL APPOINT TO ITS BOARD THE CHIEF EXECUTIVE OFFICER OF A
LONDON-BASED INSTITUTIONAL INVESTOR THAT OWNS 4.4% OF ITS STOCK; WILL
ALSO STUDY POSSIBLE DE-CLASSIFICATION OF ITS BOARD
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MAJOR STOCKHOLDERS, INCLUDING ESL PARTNERS, NOW INTEND TO VOTE IN
FAVOR OF THE PS GROUP BOARD'S NOMINEES AND REORGANIZATION PLAN AT THE
1996 ANNUAL MEETING
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PS GROUP NOW ANTICIPATES STOCKHOLDER APPROVAL FOR REORGANIZATION
SAN DIEGO, CA -- May 21, 1996. PS Group, Inc. (NYSE Symbol:PSG) announced
today that its Board of Directors intends to appoint as an additional director
Mr. Christopher Mills of North Atlantic Smaller Companies Investment Trust
("NASCIT"), a London-based publicly-traded investment company that owns
approximately 4.4% of PS Group stock. Mr. Mills will fill an additional vacancy
to be created in the class of directors whose terms will expire at the 1997
Annual Meeting of Stockholders, along with Mr. J.P. Guerin and Mr. Joseph S.
Pirinea. As previously announced, Mr. Pirinea will be appointed at the Board's
organizational meeting immediately following the Annual Meeting. Mr. Mills will
be appointed at the same organizational meeting. If the pending holding company
reorganization is consummated, both Mr. Mills and Mr. Pirinea will occupy
corresponding positions with the Board of Directors of PS Group Holdings.
Charles E. Rickershauser, Jr., PS Group's Chairman and Chief Executive
Officer, stated:
"We are pleased that Mr. Mills will be joining the Board. We are confident
that he will make an important contribution as we address the ongoing task
of enhancing stockholder value.
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The developments of the last few days reflect the unqualified commitment of
the PS Group Board of Directors to a careful evaluation of any credible
suggestion for delivering a return on the investment of our shareholders in
a prudent manner. Our agenda is not to hoard the company's cash, nor to
invest in unproductive businesses or to enter new businesses. We would
like nothing more than to be able to find a way to distribute cash, or
otherwise generate returns, to all stockholders as soon as possible. The
challenge we face is to find a way to achieve this goal that deals
realistically with the constraints on what is feasible, in particular our
dependence on our aircraft leases for most of our current revenue and our
critical need to preserve all of our substantial tax benefits.
We look forward to the contributions of Mr. Mills and Mr. Pirinea, as well
as the current Board members, in helping us address this challenge.
Meanwhile, we reiterate our strongly-held view that the pending holding
company reorganization is in the best immediate interests of all
stockholders.
We are particularly gratified that we have now united our major
shareholders behind the reorganization. We look forward to continuing a
constructive dialogue with them."
PS Group's Board of Directors has also committed that, after the 1996
Annual Meeting has concluded, it will undertake a study of the possibility of
proposing for stockholder approval the elimination from its Certificate of
Incorporation of the present provisions for a classified board. The Board of
Directors of PS Group is currently divided into three classes and the members of
each class serve for a three-year term. Under the reorganization plan, if the
reorganization is consummated the Board of Directors of PS Group Holdings will
be similarly classified. Under the commitment announced today, the Board will
evaluate the alternative of providing for all directors to be elected annually.
If the reorganization is consummated, this study will be conducted with respect
to the Board of PS Group Holdings.
Both NASCIT and ESL Partners, which holds approximately 19.7% of PS Group's
stock, have separately advised PS Group that in light of the commitments by its
Board announced today, they each intend to vote their respective shares in favor
of the election of the two Board nominees (Messrs. Donald W. Killian, Jr. and
Charles E. Rickershauser, Jr.) and in favor of the reorganization. As
previously announced, Berkshire Hathaway Inc. which holds approximately 19.9% of
the outstanding PS Group shares, has informed PS Group of its intention to vote
in favor of both proposals. Mr. Guerin, who holds approximately 5.3%, also
intends to vote in favor of
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both proposals. Under his agreement with PS Group, Mr. Pirinea has agreed to
vote his shares, representing approximately 1%, in favor of both proposals.
At the 1996 Annual Meeting, the election of directors will be decided by a
plurality of the votes cast and approval of the reorganization will require the
affirmative vote of a majority of the outstanding shares. By reason of the
indications received from each of its major stockholders regarding their
respective voting intentions, PS Group currently anticipates that the
reorganization plan will receive the requisite approval.
Additional information with respect to these matters will be distributed to
shareholders within the next few days. In order to enable shareholders to
review this information, the Board of Directors intends to propose, as the first
item of business when the 1996 Annual Meeting convenes on May 28, an adjournment
of the meeting until 10:00 a.m., Los Angeles time, on June 5, 1996 at the same
location (The Sheraton Grande Hotel in Los Angeles). That adjournment motion
will require approval of a majority of the shares represented (in person or by
proxy) at the meeting. Shares covered by proxies that have been received by
management will be voted, in the discretion of the proxyholders, in favor of the
adjournment except where contrary instructions have been given on any proxy
card.
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CONTACT:
LAWRENCE A. GUSKE DANIEL H. BURCH
PS GROUP, INC. MACKENZIE PARTNERS, INC.
(619)642-2982 (212)929-5748
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