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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 11, 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
On May 11, 1996, the Board of Directors of PS Group, Inc. (the
"Company") amended the Company's By-laws to confirm that in any election of
directors, the election shall be decided by a plurality of the votes cast. The
full text of the amendment to the Company's Bylaws is set forth as Exhibit 3.1
and is incorporated herein by reference.
Also on May 11, 1996, the Company entered into an Amendment Agreement
dated as of May 11, 1996 (the "Amendment Agreement") amending the Restated
Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as
of January 31, 1996 among the Company, PS Group Holdings, Inc. ("Holdings"), and
PSG Merger Subsidiary to provide corresponding confirmation in the applicable
provision of the Restated Bylaws of Holdings that will take effect if the
pending holding company reorganization provided for in the Reorganization
Agreement is consummated. The full text of the Amendment Agreement is set forth
as Exhibit 2.1 and is incorporated herein by reference.
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ITEM 7. (C) EXHIBITS
Exhibit
Number Description
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2.1 Amendment Agreement dated as of May 11, 1996
3.1 Amendment to Bylaws of the Company
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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 HOLDINGS, INC.
(Registrant)
Date: May 13, 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
The following exhibits are hereby filed as part of this Form 8-K:
Exhibit Page
Number Description Number
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2.1 Amendment Agreement dated as of May 11, 1996
3.1 Amendment to Bylaws of the Company
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EXHIBIT 2.1
AMENDMENT AGREEMENT
This Amendment Agreement (the "Agreement") is entered into as of May 11,
1996 by and among PS Group, Inc., a Delaware corporation ("PS Group"), PS Group
Holdings, Inc., a Delaware corporation ("Holdings"), and PSG Merger Subsidiary,
Inc., a Delaware corporation ("Merger Sub").
WITNESSETH:
WHEREAS, the parties to this Agreement (the "Parties") are parties to a
Restated Agreement and Plan of Reorganization dated as of January 31, 1996 (the
"Reorganization Agreement"); and
WHEREAS, the Parties desire to amend the Reorganization Agreement in order
to clarify the provisions of Article II, Section 7, of Annex B (the Restated
Bylaws of Holdings) to the Reorganization Agreement;
NOW, THEREFORE, the Parties hereto agree as follows:
1. The Reorganization Agreement is hereby amended, effective as of January
31, 1996, so that Article II, Section 7, of Annex B of the Reorganization
Agreement shall read in its entirety as follows:
SECTION 7. Voting. A nominee for election as a director of this
Corporation at a meeting of stockholders shall be elected if the holders of
a plurality of the capital stock having voting power present in person or
represented by proxy at such meeting shall vote in favor of the election of
such nominee. In all other matters, the vote of the holders of a majority
of the capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of applicable law or of
the Certificate of Incorporation, a different vote is required in which
case such express provision shall govern and control the decision of such
question.
2. As amended pursuant to paragraph 1 above, the Reorganization Agreement
shall remain in full force and effect in accordance with its terms.
3. The provisions of Article 6 of the Reorganization Agreement are hereby
incorporated by reference into this Agreement with the same effect as if such
provisions were set forth verbatim herein and as if references in such
provisions to the Reorganization Agreement were references to this Agreement.
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IN WITNESS WHEREOF, each of the Parties, pursuant to authority duly
granted by its Board of Directors, has caused this Amendment to be executed by a
duly authorized officer thereof, and has further caused its corporate seal to be
hereunto affixed and attested, as of the date first written above.
PS GROUP, INC.
By /s/ Charles E. Rickershauser, Jr.
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Charles E. Rickershauser, Jr.
Chairman of the Board and
Chief Executive Officer
PS GROUP HOLDINGS, INC.
By /s/ Charles E. Rickershauser, Jr.
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Charles E. Rickershauser, Jr.
Chairman of the Board and
Chief Executive Officer
PSG MERGER SUBSIDIARY, INC.
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 3.1
PS GROUP, INC.
AMENDMENT TO BYLAWS
(as amended through September 21, 1994)
Article II, Section 7 of the Bylaws of PS Group, Inc. (as amended through
September 21, 1994) shall be amended to read in its entirety as follows:
Section 7. Voting. A nominee for election as a director of this
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Corporation at a meeting of stockholders shall be elected if the holders of
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a plurality of the capital stock having voting power present in person or
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represented by proxy at such meeting shall vote in favor of the election of
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such nominee. In all other matters, the vote of the holders of a majority
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of the capital stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of applicable law or of the
Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such
question.
[Underscored language reflects text of amendment.]
