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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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[_] 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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EXHIBIT 99.1
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NEWS RELEASE
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[LOGO OF PS GROUP, INC.
APPEARS HERE]
FOR IMMEDIATE RELEASE
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PS GROUP, INC. SETS DATE FOR ANNUAL
STOCKHOLDER MEETING TO VOTE ON
HOLDING COMPANY REORGANIZATION
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ALSO ANNOUNCES CHANGES IN PROPOSED
TRANSFER RESTRICTIONS APPLICABLE
TO CERTAIN EXISTING 5% STOCKHOLDERS
SAN DIEGO, CA, APRIL 3, 1996 -- PS Group, Inc. (NYSE Symbol: PSG) announced
today that its Board of Directors has set Tuesday, May 28, 1996 as the date of
the Company's 1996 Annual Meeting of Stockholders. The record date for
determining stockholders entitled to vote at the 1996 Annual Meeting was March
29, 1996.
As previously announced on February 9, 1996, at the 1996 Annual Meeting
stockholders will be asked to vote on a proposed holding company reorganization
which, if consummated, will result in PS Group becoming a wholly-owned
subsidiary of a newly-formed Delaware corporation called PS Group Holdings, Inc.
In the proposed reorganization, each share of PS Group will be converted into
one share of PS Group Holdings on a tax-free basis. The common stock of PS
Group Holdings will be listed on the New York and Pacific Stock Exchanges, as is
currently the case with respect to the common stock of PS Group.
The sole purpose of the proposed reorganization is to help preserve PS
Group's substantial net operating loss and investment tax credit carryforwards
and other tax benefits for use in offsetting future taxable income by decreasing
the risk of an "ownership change" for federal income tax purposes. This will be
accomplished by imposing certain restrictions on the transfer of PS Group
Holdings' stock.
As previously reported, certain federal income tax regulations could
severely limit PS Group's tax benefits. These limitations would apply if there
were an "ownership change," as defined by the applicable regulations. Generally
speaking, an "ownership change" occurs whenever, within a
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three-year period, the aggregate ownership of a company's stock by its "five-
percent shareholders" (as defined by the regulations) increases by more than
fifty percentage points. Making the calculation is complex and uncertain. PS
Group believes that no "ownership change" has occurred with respect to it but
that, as of the date of this press release, the aggregate percentage point
increase in the ownership of its stock by its "5-percent shareholders" was in
excess of 35%.
There is a risk that future changes, primarily involving present or future
holders of 5% of more of PS Group's shares, could result in an "ownership
change" as calculated for federal income tax purposes. Generally, PS Group has
no control over purchases or sales by investors who acquire 5% or more of its
shares. However, the reorganization is being proposed to reduce the risk of an
"ownership change" occurring by restricting transfers that would be taken into
consideration in making the relevant calculation.
The Board of Directors of PS Group has approved three changes in the
proposed transfer restrictions to be submitted for stockholders approval at the
1996 Annual Meeting. The first of these changes relates to the identification
of those "preexisting 5-percent shareholders" of PS Group whose shares will be
exempt from certain of the restrictions. As previously announced, PS Group is
aware of four existing 5-percent shareholders who held their shares on February
8, 1996 (the date fixed by the Board for determining status as a "preexisting 5-
percent shareholder" because it was the day before the Company's first public
announcement of the proposed reorganization). These shareholders and their
percentage ownership of PS Group stock as of the record date for the 1996 Annual
Meeting are: Berkshire Hathaway Inc. (19.9%); ESL Partners, L.P. (19.7%);
Donaldson, Lufkin & Jenrette Securities Corporation and certain affiliated
entities (7.7%); and Mr. J.P. Guerin, a member of the Board of PS Group (5.3%).
Since PS Group cannot control transfers of its shares, there may be other
stockholders who held 5% or more of its stock on February 8, 1996 but of whom PS
Group is unaware. Under the originally proposed transfer restrictions, any such
stockholders were to be treated in the same manner as the known "preexisting 5-
percent shareholders" if at any time they satisfied the Board of Directors of PS
Group Holdings that they owned their shares on February 8, 1996. Under one of
the changes announced today, such stockholders will have until April 30, 1996 to
satisfy the Board of Directors of PS Group Holdings (which consists of the same
five individuals who constitute the Board of Directors of PS Group) as to their
ownership of 5% or more of PS Group's stock on February 8. Unless they do so,
their shares will be subject to all of the transfer restrictions if the proposed
reorganization is consummated. PS Group's Board is proposing this change to
enable it, before the consummation of the proposed
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reorganization, to identify definitively the 5-percent shareholders who will be
eligible for treatment as "preexisting 5-percent shareholders" and to confirm
the currently available information indicating the Company's annual percentage
point ownership change for purposes of the applicable federal income tax
regulations.
The second and third changes announced today relate to those transfers of
shares held by "preexisting 5-percent shareholders" that will be exempt from the
proposed transfer restrictions. As originally announced, the restrictions will
exempt any transfer of such shares that would not result in a new 5-percent
shareholder or increase the ownership percentage of an existing 5-percent
shareholder (in addition, transfers of interests in entities, such as Berkshire
Hathaway, ESL Partners and Donaldson, Lufkin & Jenrette, that are "preexisting
5-percent shareholders," as distinct from transfers of shares of PS Group
Holdings owned by such entities, will not be restricted). Under the second of
the changes announced today, the Board of Directors of PS Group Holdings will be
required to consent unconditionally to transfers by "preexisting 5-percent
shareholders" (but not their permitted transferees) which do not qualify for the
previously-announced exemption but which, in the Board's determination, do not
increase the annual percentage point ownership change nor raise the ownership
level of an existing 5-percent shareholder. Since, in general, this change will
only be applicable to transfers of shares acquired by a "preexisting 5-percent
shareholder" within three years prior to the transfer, to PS Group's knowledge
the shares of PS Group Holdings to be issued to Berkshire Hathaway and Mr.
Guerin will not be transferable under this exception if the proposed
reorganization is consummated, unlike the shares held by ESL Partners and
Donaldson, Lufkin & Jenrette.
Under the third of the changes announced today, when a "pre-existing 5-
percent shareholder" has transferred its shares of PS Group Holdings with the
Board's consent under the above-described exemption to a transferee whose only
shares of PS Group Holdings are the shares so transferred, that permitted
transferee will be able to re-transfer the shares provided the re-transfer would
not result in a new 5-percent shareholder or increase the ownership percentage
of an existing 5-percent shareholder.
PS Group and PS Group Holdings have filed with the Securities and Exchange
Commission an amended preliminary version of the proxy statement/prospectus to
be distributed to stockholders in connection with the 1996 Annual Meeting. That
document is publicly available and includes the revised text of the proposed
transfer restrictions. However, the offering of the shares of common stock of
PS Group Holdings to be issued in the proposed reorganization will be made under
the federal securities laws only pursuant to the definitive
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version of that document declared effective by the Securities and Exchange
Commission.
The extent of the actual future utilization of PS Group's tax benefits is
subject to inherent uncertainty inasmuch as the utilization depends on the
amount of otherwise-taxable income against which PS Group will be able to
utilize the tax benefits in future years. Accordingly, even though the proposed
reorganization, if consummated, will reduce the risk of an "ownership change"
occurring that could limit PS Group's ability to use the tax benefits, there can
be no assurance that PS Group will have sufficient taxable income in future
years to actually use the tax benefits before they would otherwise expire.
Nevertheless, if the proposed reorganization is consummated, the transfer
restrictions on the shares of PS Group Holdings will remain in effect for at
least fifteen years unless its Board of Directors determines they are no longer
needed to preserve the tax benefits.
This press release may be deemed to contain certain forward-looking
statements with respect to the financial condition of PS Group, Inc. which
involves risks and uncertainties including, but not limited to, the availability
of the tax benefits referred to herein, the amount of otherwise-taxable income
against which such benefits may be offset, and the effect of the proposed
transfer restrictions referred to herein in reducing the risk of a loss of such
benefits. Further information on potential factors which could affect the
financial results of PS Group and, following the proposed reorganization, PS
Group Holdings are included in the filings of PS Group with the Securities and
Exchange Commission.
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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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