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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 20, 1995
Date of earliest
event reported: September 28, 1995
Quaker State Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-2677 25-0742820
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
Xerox Center, 222 West Las Colinas Blvd.,
Suite 1750, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(214) 868-0400
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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On September 28, 1995, the Board of Directors of Quaker State
Corporation (the "Registrant") declared a dividend of one Right for each
outstanding share of Capital Stock, $1.00 par value per share (the "Capital
Stock"), of the Registrant. The Rights will be issued on October 18, 1995 to
the stockholders of record on October 18, 1995 and will expire in ten years,
subject to earlier redemption. Under certain circumstances, each Right
entitles the registered holder to purchase from the Registrant one share of
Capital Stock of the Registrant or, in certain circumstances, common stock of
an acquiring company at one-half the market price of such common stock. The
Rights are designed to make it more likely that all the Registrant's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Registrant and to guard against the use of partial tender
offers or other coercive tactics to gain control of the Registrant. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Registrant and Mellon Securities Trust Company,
as Rights Agent (the "Rights Agent").
Exercise Price
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When exercisable, except as set forth below, each Right entitles the
registered holder to purchase from the Registrant one share of Capital Stock,
at a price of $50 per share (the "Purchase Price"), subject to adjustment in
certain circumstances.
Transfer and Detachment
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Until the "Distribution Date," which is the earlier to occur of (i) ten
business days following the time (the "Stock Acquisition Time") of a public
announcement or notice to the Registrant that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership (as defined in the Rights Agreement) of
15% or more of the outstanding shares of Capital Stock of the Registrant, and
(ii) ten business days, or such later date as may be determined by the Board of
Directors of the Registrant, after the date of the commencement or announcement
by a person of an intention to make a tender offer or exchange offer for an
amount of Capital Stock which, together with the shares of such stock already
owned by such person, constitutes 15% or more of the outstanding shares of such
Capital Stock, the Rights will be evidenced, with respect to any of the
Registrant's Capital Stock certificates outstanding as of October 18, 1995, by
such Capital Stock certificate with a copy of a Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Registrant's Capital Stock.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Capital Stock certificates issued after October 18, 1995, upon the
transfer or issuance of new shares of Capital Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any of the Registrant's Capital Stock certificates outstanding as of October
18, 1995, even without a copy of the Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the shares of
Capital Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Capital Stock as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
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Exercisability
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 28, 2005 unless earlier redeemed by the Registrant.
Right to Acquire Stock at Half Price
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In the event that after the Stock Acquisition Time, the Registrant is
acquired in a merger or other business combination transaction or 50% or more
of the Registrant's assets, cash flow or earning power are sold or otherwise
transferred, the Rights Agreement provides that proper provision shall be made
so that each holder of a Right, upon the exercise thereof at the then current
exercise price of the Right, shall thereafter be entitled to receive that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value (as defined in the Rights Agreement)
of two times the exercise price of the Right. In the event that the Registrant
is the surviving corporation of a merger and its Capital Stock is changed or
exchanged, proper provision shall be made so that each holder of a Right will
thereafter have the right to receive upon exercise that number of shares of
common stock of the other party to the transaction having a market value of two
times the exercise price of the Right.
In the event that a person or group becomes an Acquiring Person
(otherwise than pursuant to a tender offer or exchange offer for all
outstanding shares of Capital Stock at a price and on terms which are
determined to be fair and in the best interests of the Registrant and its
stockholders by a majority of the members of the Board of Directors of the
Registrant who are not Acquiring Persons or representatives or nominees of or
affiliated or associated with an Acquiring Person), proper provision shall be
made so that each holder of a Right, other than Rights that were beneficially
owned by the Acquiring Person, which will thereafter be void, will thereafter
have the right to receive upon exercise that number of shares of Capital Stock
having a market value (as defined in the Rights Agreement) of two times the
exercise price of the Right. A person or group will not be deemed to be an
Acquiring Person if the Board of Directors of the Registrant determines that
such person or group became an Acquiring Person inadvertently and such person
or group promptly divests itself of a sufficient number of shares of Capital
Stock so that such person or group is no longer an Acquiring Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
Adjustments
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The Purchase Price payable and the number of shares of Capital Stock or
other securities or property issuable upon the exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on or a subdivision, combination or reclassification of the
shares of Capital Stock, (ii) upon the fixing of a record date for the issuance
to holders of Capital Stock of certain rights, options or warrants to subscribe
for shares of Capital Stock or convertible securities at less than the current
market price of shares of Capital Stock or (iii) upon the fixing of a record
date for the making of a distribution to holders of shares of Capital Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
not exceeding 125% of the last regular periodic cash dividend or dividends
payable in shares of Capital Stock) or of subscription rights or warrants
(other than those referred to above). The number of Rights and the number of
shares of Capital Stock issuable upon exercise of each Right are also subject
to adjustment in the case of a stock split, combination or stock dividend on
the shares of Capital Stock prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional shares of Capital Stock will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market value
of shares of Capital Stock on the last trading date prior to the date of
exercise.
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Redemption or Exchange
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At any time prior to the earlier of (i) the Stock Acquisition Time and
(ii) September 28, 2005, the Registrant, by resolution of its Board of
Directors, may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). Immediately upon the action of the Board
of Directors of the Registrant electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Capital Stock of
the Registrant, the Board of Directors of the Registrant, may exchange the
Rights (other than Rights beneficially owned by such person which have become
void), in whole or in part, for Capital Stock of the Registrant at an exchange
ratio of one share of Capital Stock per Right (subject to adjustment). The
Registrant may at its option substitute shares of any substantially similar
equity security of the Registrant for some or all of the shares of Capital
Stock exchangeable for Rights, at an exchange ratio of one share of such equity
security for each share of Capital Stock to be exchanged.
Amendment
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The Rights and the Rights Agreement can be amended by the Board of
Directors of the Registrant in any respect (including, without limitation, any
extension of the period in which the Right Certificates may be redeemed) at any
time prior to the Stock Acquisition Time. From and after such time, without
the approval of the stockholders of the Registrant or the holders of the
Rights, the Board of Directors may only supplement or amend the Rights
Agreement in order (i) to cure any ambiguity, (ii) to correct or supplement any
provision contained in the Rights Agreement which may be defective or
inconsistent with any other provision in the Rights Agreement, (iii) to shorten
or lengthen any time period under the Rights Agreement or (iv) to make any
changes or supplements which the Registrant may deem necessary or desirable
which shall not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an affiliate or associate of
any such person), provided that any such action by the Board of Directors must
have the concurrence of a majority of the Continuing Directors (as defined in
the Rights Agreement) and provided that the Continuing Directors constitute a
majority of directors then in office, and provided that the Rights Agreement
may not be supplemented or amended to lengthen (A) a time period relating to
when the Rights may be redeemed or to modify the ability (or inability) of the
Registrant's Board of Directors to redeem the Rights, in either case at such
time as the Rights are not then redeemable or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
Rights of or the benefits to the holders of Rights (other than an Acquiring
Person or an affiliate or associate of any such person).
Issuance of Rights
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Each outstanding share of Capital Stock on October 18, 1995 will
receive one Right. As long as the Rights are attached to the shares of Capital
Stock, the Registrant will issue one Right with each share of Capital Stock it
issues, so that all such shares have attached Rights. Approximately 27,000,000
shares of Capital Stock have been reserved for issuance upon exercise of the
Rights.
A copy of the Rights Agreement, which includes as Exhibit A the form of
Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such Exhibit.
ITEM 7. EXHIBITS
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1. Rights Agreement between the Registrant and Mellon
Securities Trust Company, Rights Agent, dated as of
September 28, 1995, which includes as Exhibit A the
form of Right Certificate.
2. Press Release issued by the Registrant on September
29, 1995.
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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.
QUAKER STATE CORPORATION
(Registrant)
By /s/ CONRAD A. CONRAD
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Conrad A. Conrad
Vice Chairman and Chief
Financial Officer
DATE: October 20, 1995
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EXHIBIT INDEX
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Exhibit No. Description
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1. Rights Agreement between the Registrant and
Mellon Securities Trust Company, Rights
Agent, dated as of September 28, 1995, which
includes as Exhibit A the form of Right
Certificate.
2. Press Release issued by the Registrant on
September 29, 1995.
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