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RULE 424(b)(3) SUPPLEMENT
[LOGO OF PS GROUP INC.]
Suite 1050
4370 La Jolla Village Drive
San Diego CA 92122
(619) 642-2999
May 14, 1996
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" ITEMS 1 AND 2, AND "AGAINST" ITEM 3, ON OUR WHITE PROXY
CARD FOR THE 1996 ANNUAL MEETING
Dear Stockholder:
As you know, the 1996 Annual Meeting is only a few days away. At the
Meeting, stockholders will be asked to vote on some very important matters.
The purpose of this letter is to emphasize how important these matters are, to
summarize the unanimous position of your Board of Directors on them and to
urge you to support our position by sending us your WHITE proxy card.
In our view, the most important matter that will come before the Annual
Meeting is our proposed holding company reorganization (Item 2 on our WHITE
proxy card). As indicated below, we believe a vote "for" the reorganization is
the best way to protect PS Group's substantial tax benefits against an
"ownership change" that could potentially cost you $4.63 in book value per
share.* WHATEVER YOUR VIEWS ON ANY OTHER ISSUE, WE UNANIMOUSLY URGE YOU TO ACT
IN YOUR OWN ECONOMIC SELF-INTEREST AND VOTE FOR THE REORGANIZATION.
In addition, you are being asked to make an important decision about the
composition of your Board of Directors (Item 1 on our WHITE proxy card). Don
Killian and I are running for re-election. However, Mr. Joseph S. Pirinea, a
nominee who is not supported by your Board, is also a candidate. Your Board
---
believes that Mr. Pirinea has not demonstrated his qualifications to serve as
a director of PS Group. We also believe that it is very important, at a time
when PS Group has just returned to profitability from continuing operations,
for the company and its shareholders to have the benefit of continuity on the
Board. ACCORDINGLY, WE UNANIMOUSLY URGE YOU TO VOTE FOR THE TWO PS GROUP
NOMINEES FOR ELECTION TO THE BOARD.
Finally, you are being asked to vote on Mr. Pirinea's stockholder resolution
(Item 3 on our WHITE proxy card). Your Board opposes this resolution because
it calls for PS Group to spend money unnecessarily on hiring an investment
banker to consider courses of action which we have considered and rejected as
not currently viable. ACCORDINGLY, WE UNANIMOUSLY URGE YOU TO VOTE AGAINST THE
STOCKHOLDER PROPOSAL.
Enclosed for your information is our quarterly report for the first quarter
of 1996. Also enclosed is another supplement to our Prospectus/Proxy Statement
dated April 17, 1996. We urge you to give the enclosed Supplement, as well as
our prior mailings relating to the 1996 Annual Meeting, your careful
attention.
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* See Note on page 4.
page 2
YOUR BOARD IS COMMITTED TO THE FOLLOWING GUIDING PRINCIPLES
As noted in the enclosed Supplement, ESL Partners has written us another
letter reiterating its view that PS Group should try to sell certain of its
assets and distribute its cash to stockholders. ESL continues to link its view
on this point to its vote on our pending holding company reorganization. Our
position on this, as set forth in our Prospectus/Proxy Statement as well as
our 1995 Annual Report, is consistent with our overriding objective of
maximizing long-term value for all shareholders and reflects the substantial
consideration we have given, and will continue to give, to the best ways of
achieving that objective. Among our guiding principles are the following:
. Preserving PS Group's substantial tax benefits is essential to building
stockholder value. If the company undergoes an "ownership change" under
federal income tax law, then on the basis of current corporate income
tax rates we will lose potential future tax benefits with a current book
value on our financial statements of approximately $28 million. This
would result in an IMMEDIATE reduction by that amount in net income and
stockholders' equity on our financial statements (subject to potential
reduction from "recognized built-in gains" recorded over a 5-year
period; see "Preservation of Tax Benefits" on pages 24-25 of the
April 17 Prospectus/Proxy Statement.) SO ON THAT BASIS, IF WE HAVE
SUFFICIENT OTHERWISE-TAXABLE INCOME IN FUTURE YEARS, AN "OWNERSHIP
CHANGE" COULD POTENTIALLY REDUCE THE BOOK VALUE OF EACH SHARE YOU OWN BY
$4.63*.
YOUR BOARD IS CONVINCED THAT THE PENDING HOLDING COMPANY REORGANIZATION
IS THE BEST WAY TO PRESERVE PS GROUP'S SUBSTANTIAL TAX BENEFITS FOR ALL
SHAREHOLDERS. THE COMPELLING ECONOMIC REASONS FOR THE REORGANIZATION
SHOULD NOT BE LINKED TO ANY OTHER ISSUE. WE URGE YOU TO VOTE FOR THE
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REORGANIZATION.
. We are not going to make imprudent cash distributions at a time when the
overall financial health of USAir (our principal source of revenue)
remains uncertain. We are committed to a continuing examination of the
possibility that our cash position could prudently be reduced to
accommodate additional cash distributions in the future beyond the $1.50
per share special distribution we made last December. HOWEVER, WE INTEND
TO RETAIN A SUBSTANTIAL CASH RESERVE UNTIL IT IS CLEAR TO US THAT A
FURTHER DISTRIBUTION CAN SAFELY BE MADE WITHOUT PUTTING YOUR COMPANY'S
FINANCIAL HEALTH AT PERIL.
. We are not going to sell PS Group's assets at prices below their fair
value merely to generate cash in the short term. WE ARE GOING TO
CONTINUE TO WORK TO MAXIMIZE THE LONG-TERM VALUE OF THE ASSETS OF YOUR
COMPANY.
In that regard, we have been exploring the aircraft market to determine
the feasibility of selling some of our aircraft and have sought advice
from a specialized investment banker. As we have previously advised you,
the analysis to date suggests that a transaction is unlikely under
current market conditions but we will continue to monitor the market and
to consider other alternatives to reduce PS Group's exposure to USAir's
financial condition.
Moreover, we are taking seriously ESL's recent statement of interest in
investigating an acquisition of the aircraft we lease to USAir. We are
discussing with ESL our offer to provide relevant non-public information
under a confidentiality agreement that is currently under negotiation
and the Board will consider carefully any proposal ESL may make,
although there is no assurance that ESL will make a proposal that we
view as being viable and in your best interests.
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* See note on page 4.
page 3
. We are not going to abandon our PS Trading fuel sales and distribution
subsidiary nor our Statex oil and gas production and development
subsidiary at a stage in their growth when we are just beginning to see
the benefits of our additional investment. WE ARE GOING TO REMAIN
DISCIPLINED IN OUR FUTURE INVESTMENT IN THEM AND CONTINUE TO MONITOR
THEIR PROGRESS CLOSELY.
. We are not going to make decisions about the management of your company
based upon speculation as to the possible impact of a particular course
of action on the company's stock price. OUR JOB IS TO MANAGE PS GROUP
PRUDENTLY TO MAXIMIZE ITS LONG-TERM VALUE, NOT TO GENERATE QUICK RETURNS
REGARDLESS OF THE FUNDAMENTALS OF THE BUSINESS.
Moreover, we see no basis for accepting ESL's contention that an
immediate increase in PS Group's share price will remove the risk of
loss to our substantial tax benefits from a "change in ownership"
because there will be no new 5% owners of PS Group's shares. We also do
not agree with ESL that the payment of its suggested dividend of almost
$15.2 million ($2.50 per share) will necessarily have a lasting impact
on PS Group's share price. On the contrary, the market impact of the
December 1995 special distribution contradicts ESL's assertion that this
is the way to increase PS Group's share price.
You should be aware that ESL, our second-largest shareholder, contends that
we are overly concerned about USAir's financial condition. But you should also
know that our largest shareholder, Berkshire Hathaway, publicly disclosed on
May 8, 1996 that it was seeking to sell back to USAir its substantial
investment in USAir's convertible preferred stock (dividends on which have not
been paid for about two years) and that if USAir does not repurchase its
shares Berkshire Hathaway may sell them to others. According to the May 9,
1996 edition of The Wall Street Journal, "Warren Buffett is finally pulling
the plug on Berkshire Hathaway Inc.'s investment in USAir Group Inc. more than
a year after labeling it a "mistake'." UNLIKE ESL, WE SEE NO REASON TO BE MORE
OPTIMISTIC ABOUT USAIR'S SITUATION THAN BERKSHIRE HATHAWAY. (As I have advised
you in my previous letter, Berkshire Hathaway has informed us that it intends
to vote its PS Group shares in favor of management at the 1996 Annual
Meeting.)
THIS IS NOT THE TIME TO GAMBLE WITH YOUR INVESTMENT IN PS GROUP IN ORDER TO
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GENERATE SHORT-TERM RETURNS AT THE EXPENSE OF LONG-TERM VIABILITY. HAVING JUST
RETURNED TO PROFITABILITY FROM CONTINUING OPERATIONS AFTER SEVERAL DIFFICULT
YEARS, WE MUST CONTINUE TO WORK HARD TO ACHIEVE A FINANCIALLY SOUND LONG-TERM
FUTURE FOR YOUR COMPANY.
YOUR BOARD RECOMMENDS THAT YOU RE-ELECT OUR TWO NOMINEES
Since I first advised you of the nomination of Mr. Joseph Pirinea by Mr.
Peter Pirinea, the nominee has indicated that he may solicit proxies from
other shareholders in favor of his nomination and his stockholder proposal. In
addition, ESL has indicated its current plan to vote for Mr. Pirinea's
election and against the proposed holding company reorganization.
WE URGE YOU NOT TO SIGN ANY
PROXY CARD MR. PIRINEA MAY SEND YOU
Mr. Pirinea, in his nomination notice to PS Group, described himself as a
certified public accountant with a firm in Hempstead, New York. He has offered
no evidence that he has any meaningful experience in any of PS Group
businesses, particularly our principal business of aircraft leasing.
Furthermore, he has put forward no indication of experience as a director of a
publicly-held company. YOUR BOARD BELIEVES HE LACKS THE QUALIFICATIONS
NECESSARY TO ASSUME SUCH AN IMPORTANT ROLE IN THE
page 4
FUTURE OF YOUR COMPANY. YOUR BOARD IS ALSO CONVINCED THAT HIS PROPOSAL TO PAY
SUBSTANTIAL FEES TO AN INVESTMENT BANKER TO STUDY ALTERNATIVES, WHICH WE HAVE
ALREADY CAREFULLY EVALUATED AND REJECTED AS IMPRACTICABLE AND UNSOUND, IS
CONTRARY TO YOUR BEST INTERESTS.
In contrast to Mr. Pirinea , the Board's nominees have significant
experience as directors of PS Group. Mr. Killian has been a director of PS
Group since 1993 and is also a member of the board of the Daily Journal
Corporation, a public company. I have been a director of PS Group since 1984,
Chairman of the Board since 1991 and Chief Executive Officer since 1994. I was
Chairman of the Board and Chief Executive Officer of the Pacific Stock
Exchange for six years and I serve on the boards of three public companies,
City National Corp., Lee Enterprises, Incorporated and The Vons Companies,
Inc. Both of us have not only been deeply immersed in PS Group's complex
situation for several years but fully understand the fiduciary duties owed to
all shareholders by directors of a New York Stock Exchange-listed public
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company.
If you receive proxy material from Mr. Pirinea, please do NOT sign his proxy
card--EVEN AS A PROTEST VOTE AGAINST MR. PIRINEA BY VOTING AGAINST HIS
ELECTION. By doing so, you will prevent your vote in favor of the PS Group
directors from being counted and will only serve to revoke any proxy you may
have already given in favor of management's nominees.
If Mr. Pirinea does actually commence his threatened proxy contest and your
shares are held by a brokerage firm, your shares will not be represented at
the meeting unless you sign and vote the enclosed duplicate WHITE proxy card
or one previously furnished to you. This contrasts with our usual annual
shareholder meetings where your broker can vote on your behalf on routine
matters. Therefore, to be sure your vote is counted please take a moment to
sign, date and mail the enclosed WHITE proxy card in the postage paid envelope
provided.
# # #
If you have any questions or need assistance with voting shares held by your
brokerage firm, please call our proxy solicitors MacKenzie Partners, Inc. at
(800) 322-2885, Toll Free, or at (212) 929-5500 (collect).
YOUR VOTE IS IMPORTANT IRRESPECTIVE OF THE NUMBER OF SHARES YOU OWN AND
WHETHER OR NOT YOU PLAN TO ATTEND THE 1996 ANNUAL MEETING IN PERSON.
We appreciate your support and thank you for your continuing interest in PS
Group.
Sincerely,
/s/ CHARLES E. RICKERSHAUSER, JR.
Charles E. Rickershauser, Jr.
Chairman of the Board and Chief Executive
Officer
NOTE: CERTAIN STATEMENTS CONTAINED IN THIS LETTER MAY BE CONSIDERED FORWARD-
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LOOKING. FOR INFORMATION WITH RESPECT TO RISKS AND UNCERTAINTIES INVOLVED IN
SUCH STATEMENTS AND THE POTENTIAL FACTORS WHICH COULD MATERIALLY AFFECT THEM,
REFERENCE IS MADE TO THE FINAL PARAGRAPH ON PAGE 1 OF THE PROSPECTUS/PROXY
STATEMENT DATED APRIL 17, 1996 REFERRED TO ELSEWHERE IN THIS LETTER.
PROSPECTUS SUPPLEMENT PURSUANT TO
RULE 424(b)(3) UNDER THE
SECURITIES ACT OF 1933
SUPPLEMENTING AMENDMENT NO. 2
DATED APRIL 17, 1996 TO
REGISTRATION STATEMENT NO. 333-00821
ORIGINALLY FILED ON FEBRUARY 9, 1996,
AS PREVIOUSLY SUPPLEMENTED
SUPPLEMENT DATED MAY 14, 1996
TO
PROSPECTUS OF PS GROUP HOLDINGS, INC.
AND TO
PROXY STATEMENT OF PS GROUP, INC.
GENERAL
This Supplement supplements the Prospectus/Proxy Statement dated April 17,
1996, as previously supplemented by the Supplement dated May 1, 1996 (the
"Prospectus/Proxy Statement"), furnished by the Company in connection with the
solicitation of proxies by the Company Board in connection with the Annual
Meeting.
Capitalized terms used but not defined in this Supplement have the meanings
ascribed to them in the Prospectus/Proxy Statement. Cross-references in this
Supplement are to the cited sections of the Prospectus/Proxy Statement.
This Supplement is intended to be read in conjunction with the
Prospectus/Proxy Statement. All information contained in the Prospectus/Proxy
Statement is hereby incorporated by reference into this Supplement.
CERTAIN ADDITIONAL INFORMATION
1. The Proponent has indicated to the Company that he may solicit proxies in
favor of his nomination for election to the Company Board (see "ELECTION OF
DIRECTORS") and in favor of the Stockholder Proposal (see "STOCKHOLDER
PROPOSAL"). NEITHER THE COMPANY NOR HOLDINGS ASSUMES ANY RESPONSIBILITY FOR
PROVIDING ANY INFORMATION WITH RESPECT TO THE PROPONENT, HIS NOMINATION, THE
STOCKHOLDER PROPOSAL OR ACTIONS THAT MAY BE TAKEN IN CONNECTION THEREWITH BY
HIM OR ON HIS BEHALF OTHER THAN AS SET FORTH IN THE PROSPECTUS/PROXY
STATEMENT, AS SUPPLEMENTED BY THIS SUPPLEMENT.
2. In a letter dated May 2, 1996 addressed to the Company Board, ESL has
indicated, among other things, its current plan to vote against the
Reorganization and for the election of the Proponent at the Annual Meeting.
THE FULL TEXT OF SUCH LETTER HAS BEEN FILED WITH THE COMMISSION BY ESL AS
AMENDMENT NO. 11, DATED MAY 2, 1996, TO THE ESL 13D AND ALL INFORMATION IN
THIS SUPPLEMENT WITH RESPECT TO SUCH LETTER IS QUALIFIED IN ITS ENTIRETY BY
THE FULL TEXT OF SUCH LETTER.
3. In its May 2, 1996 letter, ESL also set forth (among other things) its
view that the Company should pursue a sale of its aircraft that are subject to
leases with USAir, formally indicated its own interest in investigating an
acquisition of such aircraft and requested that the Company provide ESL with
relevant data so that ESL may begin due diligence as soon as possible. As
indicated in the Prospectus/Proxy Supplement under "THE REORGANIZATION--
Certain Additional Information" and "STOCKHOLDER PROPOSAL," the analysis that
has been performed to date by the Company's specialized investment banking
firm regarding the feasibility of selling one or more of the Company's
McDonnell Douglas MD-80 and/or Boeing 737-300 aircraft suggests that any
transaction is unlikely under current market conditions and the Company Board
has determined that there is no practical possibility of selling any of the
Company's British Aerospace Bae 146-200 aircraft
under present market conditions (the aircraft leased to USAir do not include
any Boeing 737-300s). Nevertheless, the Company is discussing with ESL the
Company's offer to provide relevant non-public information to ESL under a
confidentiality agreement that is currently under negotiation and the Company
Board will consider carefully any proposal ESL may make. There is no assurance
that ESL will make any proposal or that any proposal it makes will be viewed
by the Company Board as being viable and in the best interests of
stockholders.
4. As indicated in the Prospectus/Proxy Statement under "THE ANNUAL
MEETING--Votes Required," the affirmative vote of a plurality of shares of
Company Common Stock represented at the meeting in person or by proxy is
required to elect any nominee for director. The Company Board has amended the
Company Bylaws to clarify the relevant provision and confirm the foregoing.
The Reorganization Agreement has been amended to provide (in Article II,
Section 7, of the Restated Bylaws of Holdings set forth as Appendix C to the
Prospectus/Proxy Statement) for a corresponding amendment to the Holdings
Bylaws that will be in effect at the Effective Time. Set forth below is the
amended text of the relevant provisions of the Holdings Bylaws.
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
--------------------------
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.]
2
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RULE 424(b)(3) SUPPLEMENT
[LOGO OF PS GROUP INC.]
Suite 1050
4370 La Jolla Village Drive
San Diego CA 92122
(619) 642-2999
FIRST QUARTER REPORT MARCH 31, 1996
PS Group, Inc. (PSG) reported net income for the first quarter of 1996 of
$871,000--$.14 per share--compared to net income of $909,000--$.15 per share--
for 1995's first quarter. 1996 results were negatively affected by after-tax
charges of $271,000--$.04 per share--related to: expenses for permanent
removal of fuel distribution pipelines as a result of construction at the San
Francisco International Airport, fees and expenses in connection with the
proposed holding company reorganization to preserve PSG's tax benefits and the
write-down of PSG's investment in U.S. Government securities as a result of
recent higher interest rates. Partially offsetting these charges in 1996 is
additional after-tax income of $200,000--$.03 per share--related to the final
settlement of PSG's administrative claim in Pan Am's bankruptcy at a higher
amount than originally estimated, plus the sale of 747 engine parts from
inoperable engines returned by Pan Am related to the two 747 aircraft sold by
PSG in 1995.
1996 first quarter unconsolidated results for the parent company, PSG, which
includes the leasing activity, were approximately the same as 1995. The
increase in consolidated revenues in 1996 was generated by PS Trading (PST),
PSG's fuel sales and distribution subsidiary. These added revenues resulted
primarily from increased sales volume by PST's wholesale fuel marketing
division. PST 1996 results were positively impacted by higher fuel prices in
March, 1996. Excluding the pipeline removal expenses mentioned above, PST's
first quarter 1996 results were improved over 1995. Fuel prices have continued
to increase in the second quarter of 1996 and PST, as a holder of fuel
inventory, is expected to benefit as a result. Statex, PSG's oil and gas
production and development subsidiary, recorded higher net income in 1996,
principally due to higher oil prices versus 1995.
PSG has significant federal tax net operating loss carryforwards and
investment tax credit carryforwards. Certain federal tax regulations could
severely limit future usage of these tax benefits. These limitations would
apply if there were a "calculated" 50% stock ownership change over a three
year period ("ownership change"). The change in ownership calculation, which
is complex, is heavily influenced by changes in shares held by owners of 5% or
more of PSG stock. While a 50% stock ownership change over the three year
measuring period preceding May 1, 1996 has not occurred (estimated cumulative
change is in excess of 35%), future ownership changes, primarily involving
present or future holders of 5% or more of PSG's shares, could result in a
"calculated" ownership change. Generally, PSG has no control of purchases or
sales by investors who acquire 5% or more of PSG shares. At PSG's 1996 Annual
Meeting scheduled to be held on May 28, 1996, stockholders of PSG will have
the opportunity to vote on a holding company reorganization transaction that
would impose share transfer restrictions designed to help decrease the risk
that an "ownership change" will occur. This quarterly report does not
constitute an offering of the securities of the proposed new holding company,
PS Group Holdings, Inc. Such offering is being made under the federal
securities laws only pursuant to the prospectus/proxy statement, dated April
17, 1996, and the supplements thereto dated May 1 and May 14, 1996, distributed
in connection with the 1996 Annual Meeting.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(in thousands)
1996 1995
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ASSETS
Current assets:
Cash and cash
equivalents $ 6,373 $ 3,999
Marketable
securities 9,855 14,270
Accounts and notes
receivable 29,106 22,381
Other current
assets 18,188 13,128
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Total current
assets 63,522 53,778
Property and
equipment, net 20,379 20,285
Aircraft leased
under operating
leases, net 117,024 120,500
Investment in
aircraft financing
leases 91,682 97,004
Other assets 13,970 14,404
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$306,577 $305,971
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LIABILITIES AND
STOCKHOLDERS'
EQUITY
Current
liabilities:
Accounts payable $ 8,137 $ 6,289
Other current
liabilities 7,263 6,040
Current portion
long-term
obligations 22,748 19,244
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Total current
liabilities 38,148 31,573
Long-term
obligations 95,687 103,365
Deferred income
taxes 41,097 40,535
Other liabilities 7,692 7,416
Stockholders'
equity:
Common stock 6,068 6,068
Additional paid-in
capital 98,420 98,420
Retained earnings 19,465 18,594
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Total
stockholders'
equity 123,953 123,082
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$306,577 $305,971
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(in thousands, except per share amounts)
1996 1995
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Revenues:
Fuel sales and
distribution $39,177 $25,849
Oil and gas
production &
development 1,793 1,778
Aircraft leasing 8,830 8,898
Interest and other 317 562
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50,117 37,087
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Costs and expenses:
Cost of sales 39,732 26,469
Depreciation,
depletion and
amortization 3,980 4,059
General and
administrative
expenses 1,283 985
Interest expense 3,632 4,010
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48,627 35,523
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Interest before taxes 1,490 1,564
Provision for taxes 619 655
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Net income $ 871 $ 909
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Net income per share $ .14 $ .15
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Shares used in per
share calculations 6,068 6,068
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