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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 11, 1995
QUAKER STATE CORPORATION
(exact name of registrant as specified in its Charter)
Delaware
(State or other jurisdiction of incorporation)
1-2677 25-0742820
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(Commission File Number) (IRS Employer Identification Number)
255 Elm Street, Oil City, PA 16301
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: 814/676-7676
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Item 2.
Acquisition or Disposition of Assets.
On May 26, 1995, Quaker State entered into an Agreement and Plan of
Merger (the "Original Merger Agreement") to acquire Slick 50, Inc. I ("Slick
50") through the merger (the "Merger") of Slick 50 with and into a newly formed
wholly-owned subsidiary of Quaker State. On June 17, 1995, Quaker State, Slick
50 and the other parties to the Original Merger Agreement entered into
Amendment Number One to the Merger Agreement (the Original Merger Agreement, as
so amended, the "Merger Agreement"). Slick 50 is engaged in the production
and distribution of automotive lubricants, additives and chemicals (functional
fluids) and related automotive products, most of which are marketed under the
brand name "Slick 50."
On July 11, 1995, Quaker State completed the Merger. The merger
consideration included (i) the payment of approximately $17,600,000 in cash and
the issuance of 1,260,403 shares of Quaker State capital stock; (ii) the
payment of approximately $4,250,000 in cash as cancellation payments for
certain outstanding options to acquire the stock of Slick 50; and (iii) payment
of approximately $11,000,000 to satisfy certain Slick 50 indebtedness
outstanding prior to the closing. The consideration was determined in arm's
length negotiations leading to the Merger Agreement and is subject to
adjustment in accordance with the terms of the Merger Agreement. Under the
terms of the Merger Agreement, additional consideration may be payable by
Quaker State for the Slick 50 stock depending upon the merged company's
performance during the fiscal years ending December 31, 1996, 1997 and 1998 but
subject to offset for indemnification obligations of the Slick 50 stockholders
under the Merger Agreement. Slick 50 was previously owned by thirteen
stockholders, including twelve individuals and Gold Eagle Company, an Illinois
corporation. There was no material relationship between Slick 50 or any of its
stockholders and Quaker State prior to the acquisition, other than continuing
purchases by Quaker State of certain automotive chemicals and car care products
from Gold Eagle Company in the ordinary course of business.
The source of the funds used for the cash consideration in the
transaction and the payment of the Slick 50 indebtedness was a borrowing under
Quaker State's $45,000,000 Revolving Credit Agreement, as amended, with a group
of banks including PNC Bank, Morgan Guaranty Trust Company of New York, and
Integra National Bank/North.
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The acquisition included warehouse and office facilities owned by
Slick 50 and certain warehouse, laboratory and office equipment, all of which
are used in Slick 50's operations. Quaker State intends to continue such use
consistent with the prior use of these assets for the near term, although Slick
50 will be integrated into Quaker State's Motor Oil Division and certain of
such assets may be sold as a result.
Item 7.
Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Financial Statements of Business Acquired and
Pro Forma Financial Information.
Because it is impracticable to provide the required financial
statements for the acquired business and pro forma financial
information related to the transaction at this time, such financial
statements and pro forma financial information are not included with
this current report on Form 8-K. The required financial statements
and pro forma financial information will be filed by an amendment to
this Form 8-K as soon as practicable, but in any event not later than
sixty (60) days after the due date for filing of this current report
on Form 8-K.
(c) Exhibits.
2(a) Agreement and Plan of Merger among Quaker State Corporation, Quaker
State--Slick 50, Inc., Slick 50, Inc. I, and the Slick 50
stockholders, dated as of May 26, 1995, with list of omitted exhibits
and schedules, filed herewith.
2(b) Amendment Number One to the Agreement and Plan of Merger, dated as of
June 17, 1995, among Quaker State Corporation, Quaker State--Slick
50, Inc., Slick 50, Inc. I, and the Slick 50 stockholders, filed
herewith.
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Signature
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: July 25, 1995 QUAKER STATE CORPORATION
(Registrant)
By: /s/ HERBERT M. BAUM
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Herbert M. Baum, Chairman and
Chief Executive Officer
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QUAKER STATE CORPORATION
EXHIBIT LIST
The following exhibits are required to be filed with this current report on
Form 8-K.
Exhibit No. and Document
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2(a) Agreement and Plan of Merger among Quaker State Corporation, Quaker
State--Slick 50, Inc., Slick 50, Inc. I, and the Slick 50
stockholders, dated as of May 26, 1995, with list of omitted exhibits
and schedules, filed herewith.
2(b) Amendment Number One to Agreement and Plan of Merger, dated as of
June 17, 1995, among Quaker State Corporation, Quaker State--
Slick 50, Inc., Slick 50, Inc. I, and the Slick 50 stockholders,
filed herewith.