EXHIBIT 99.1 FORM OF PROXY SUBMITTED TO THE STOCKHOLDERS OF THE COMPANY PROXY PS GROUP, INC. ANNUAL MEETING _______________ (DAY) (DATE) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints LAWRENCE A. GUSKE and JOHANNA UNGER and each of them, proxies, with power of substitution, to vote all shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of PS Group, Inc. called to be held at _________________________________________, at _________________, Los Angeles, California, on _____________________, 1996, at _________ a.m. local time and all adjournments. (Continued and to be signed on other side.) Please mark your votes as indicated [X] in this example __________________ _____________ ACCOUNT NUMBER SHARES Please specify your choices by marking the appropriate boxes below. If no designation is made, your proxy will be voted FOR Items 1 and 2 and AGAINST Item 3. - -------------------------------------------------------------------------------- The Board of Directors Recommends Voting FOR Items 1 and 2 - ------------------------------------------------------------------------------- Item 1 - ELECTION OF DIRECTORS WITHHELD FOR: (Write that Nominees: FOR WITHHELD nominee's name in the space provided below.) Charles E. Rickershauser, Jr. [_] [_] ___________________________ Donald W. Killian, Jr. - -------------------------------------------------------------------------------- The Board of Directors Recommends a Vote AGAINST Item 3 - ------------------------------------------------------------------------------- Item 2 - AGREEMENT AND PLAN OF REORGANIZATION FOR AGAINST ABSTAIN [_] [_] [_] - ------------------------------------------------------------------------------- Item 3 - STOCKHOLDER FOR AGAINST ABSTAIN PROPOSAL (To be voted upon if properly [_] [_] [_] presented at the meeting.) - ------------------------------------------------------------------------------- Item 4 - By executing this proxy, the undersigned hereby authorizes the proxy holders to vote upon such other business as may properly come before the meeting or any adjournment thereof, as to which the undersigned hereby confers discretionary authority upon said proxies. IMPORTANT: Please sign exactly as name or names appear hereon. If signed as executor, trustee or other fiduciary, give your full title as such. Dated: _______________________, 1996 ____________________________________ Signature ____________________________________ Signature I PLAN TO ATTEND THE MEETING [_] PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE U.S.A.