Registration No. 333-65909
As filed with the Securities and Exchange Commission on March 4, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PENNZOIL-QUAKER STATE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 76-0200625
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
P.O. Box 2967
Houston, TX 77252-2967
(713) 546-4000
(Address, including zip code, and telephone number,
including area code, or registrant's principal
executive offices)
William C. Lowrey
Vice President and General Counsel
Pennzoil-Quaker State Company
910 Louisiana
Houston, TX 77006
(713) 241-6161
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Pursuant to a Registration Statement on Form S-3, Registration
No. 333-65909, effective October 20, 1998, Pennzoil-Quaker State Company (the
"Company") registered for sale from time to time an indeterminate amount of (1)
unsecured debt securities consisting of senior notes and debentures and
subordinated notes and debentures, and/or other unsecured evidences of
indebtedness in one or more series; (2) shares of common stock; (3) shares of
preferred stock, in one or more series, which may be convertible into or
exchangeable for common stock or debt securities; and (4) warrants to purchase
debt securities, preferred stock, common stock or other securities (the
"Securities"), up to a total aggregate initial offering price for all such
Securities combined not to exceed $1,000,000,000 (the "Shelf Registration").
The Company hereby withdraws from registration all such Securities remaining
unsold under the Shelf Registration as of the date of this Post-Effective
Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post Effective Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on March 3, 2003.
Pennzoil Quaker-State Company
By: /s/ D.J. Pirret
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D.J. Pirret
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment No. 1 to this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
NAME TITLE DATE
- ---- ----- ----
Chairman, President, Chief Executive
/s/ D.J. Pirret Officer and Director (principal March 3, 2003
- ------------------ executive officer)
D.J. Pirret
Vice President, Chief Financial
Officer, Treasurer and Director
/s/ D.J. Palmer (principal accounting and finance March 3, 2003
- ------------------- officer)
D.J. Palmer
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