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 Date of report (Date of earliest event reported): March 3, 2000 ------------------------ PS Group Holdings, Inc. ----------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-7141 33-0692068 ---------------------------- -------------- ----------------------- (State or Other Jurisdic- (Commission (IRS Employer tion of Incorporation) File Number) Identification No.) 4370 La Jolla Village Drive, Suite 1050, San Diego, California 92122 -------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code (858) 642-2999 -------------- - -------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5 Other Events On March 3, 2000, the Company issued a press release, the contents of which are incorporated herein by reference. See Exhibit 99.1 to this Report. Item 7 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description Exhibit 99.1 Press Release of PS Group Holdings, Inc. dated March 3, 2000. 2 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 hereunto duly authorized. Date March 3, 2000 PS Group Holdings, Inc. ------------- By /s/ L. A. Guske ---------------------------------- Lawrence A. Guske Vice President-Finance and Chief Financial Officer and Authorized Officer of the Registrant 3 EXHIBIT INDEX Exhibit No. Description Exhibit 99.1 Press Release of PS Group Holdings, Inc. dated March 3, 2000 4