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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 COMMISSION FILE NO. 1-5591
PENNZOIL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1597290
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PENNZOIL PLACE, P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (713) 546-4000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $0.83 1/3 per share New York Stock Exchange
Pacific Stock Exchange
Debentures New York Stock Exchange
6 1/2% Exchangeable Senior Debentures due January 15, 2003
4 3/4% Exchangeable Senior Debentures due October 1, 2003
Rights to Purchase Preferred Stock New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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Aggregate market value of the voting stock held by non-affiliates of the
registrant: $2.1 billion as of January 31, 1995.
Number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date, January 31, 1995: Common Stock, par
value $0.83 1/3 per share -- 46,145,528.
DOCUMENTS INCORPORATED BY REFERENCE: PORTIONS OF THE PROXY STATEMENT TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION 14A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 IN CONNECTION WITH THE COMPANY'S 1995
ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III
HEREOF (TO THE EXTENT SET FORTH IN ITEMS 10, 11, 12 AND 13 OF PART III OF THIS
ANNUAL REPORT ON FORM 10-K).
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Pennzoil Company (the "Company") has prepared this Amendment No. 1
("Amendment No. 1") on Form 10-K/A to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (the "Annual Report") for the purposes of
making certain corrections to the cover page of the Annual Report and filing
Exhibit 3(b) to the Annual Report. Amendment No. 1 does not modify any other
item of the Annual Report. Accordingly, the text of the Annual Report is not
included herein.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A)(1) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
PAGE
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Report of Independent Public Accountants............................. F-1
Consolidated Statement of Income..................................... F-3
Consolidated Balance Sheet........................................... F-4
Consolidated Statement of Shareholders' Equity....................... F-6
Consolidated Statement of Cash Flows................................. F-7
Notes to Consolidated Financial Statements........................... F-8
The supplementary financial data specified by Item 302 of Regulation S-K
are included in the Supplemental Financial and Statistical Information --
Unaudited beginning on page F-30.
(A)(2) FINANCIAL STATEMENT SCHEDULES.
Schedules of Pennzoil and its subsidiaries are omitted because of the
absence of the conditions under which they are required or because the required
information is included in the financial statements or notes thereto.
(A)(3) EXHIBITS.
*3(a) -- Restated Certificate of Incorporation of Pennzoil Company, as amended
through September 17, 1993 (Registration No. 33-50953, Exhibit 3(a)).
3(b) -- By-laws of Pennzoil Company, as amended through December 8, 1994.
*4(a) -- Indenture dated as of February 15, 1986 (the "1986 Indenture")
between Pennzoil Company and Mellon Bank, N.A., Trustee (Pennzoil
Company 10-Q (June 30, 1986), SEC File No. 1-5591, Exhibit 4(a)).
*4(b) -- Officer's Certificate dated as of March 16, 1987 delivered pursuant
to the terms of the 1986 Indenture setting forth the terms of
Pennzoil Company's 9% Debentures due April 1, 2017 (Pennzoil Company
10-Q (March 31, 1987), SEC File No. 1-5591, Exhibit 4(a)).
*4(c) -- Officer's Certificate dated as of April 14, 1989 delivered pursuant
to the terms of the 1986 Indenture setting forth the terms of
Pennzoil Company's 10 5/8% Debentures due June 1, 2001 (Pennzoil
Company 10-Q (March 31, 1989), SEC File No. 1-5591, Exhibit 4(a)).
*4(d) -- Officer's Certificate dated as of November 14, 1989 delivered
pursuant to the terms of the 1986 Indenture setting forth the terms
of Pennzoil Company's 10 1/8% Debentures due November 15, 2009 and
9 5/8% Notes due November 15, 1999 (Pennzoil Company 10-K (1989), SEC
File No. 1-5591, Exhibit 4(n)).
*4(e) -- Officer's Certificate dated as of November 19, 1990 delivered
pursuant to the terms of the 1986 Indenture setting forth the terms
of Pennzoil Company's 10 1/4% Debentures due November 1, 2005
(Pennzoil Company 10-K (1990), SEC File No. 1-5591, Exhibit 4(n)).
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*4(f) -- Instrument of Resignation, Appointment and Acceptance dated as of
April 1, 1991 among Pennzoil Company, Mellon Bank, N.A., as Retiring
Trustee, and Texas Commerce Bank National Association, as Successor
Trustee, under the 1986 Indenture (Pennzoil Company 10-K (1991), SEC
File No. 1-5591, Exhibit 4(p)).
*4(g) -- Indenture dated as of December 15, 1992 (the "1992 Indenture")
between Pennzoil Company and Texas Commerce Bank National
Association, Trustee (Pennzoil Company 10-K (1992), SEC File No.
1-5591, Exhibit 4(o)).
*4(h) -- First Supplemental Indenture dated as of January 13, 1993 to the 1992
Indenture (Pennzoil Company 10-K (1992), SEC File No. 1-5591, Exhibit
4(p)).
*4(i) -- Second Supplemental Indenture dated as of October 12, 1993 to the
1992 Indenture (Pennzoil Company 10-K (1993), SEC File No. 1-5591,
Exhibit 4(i)).
*4(j) -- Rights Agreement dated as of October 28, 1994 between Pennzoil
Company and Chemical Bank, as Rights Agent (Pennzoil Company 8-K
(October 28, 1994), SEC File No. 1-5591, Exhibit 1).
Pennzoil Company agrees to furnish to the Commission upon request a copy
of any agreement defining the rights of holders of long-term debt of
Pennzoil Company and all its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed, under
which the total amount of securities authorized does not exceed 10%
of the total assets of Pennzoil Company and its subsidiaries on a
consolidated basis.
+*10(a) -- 1978 Stock Option Plan of Pennzoil Company, as amended (Registration
No. 2-67268, Exhibit 4(a)).
+*10(b) -- 1981 Stock Option Plan of Pennzoil Company (Registration No. 2-76935,
Exhibit 4(a)).
+*10(c) -- 1982 Stock Option Plan of Pennzoil Company (Pennzoil Company 10-K
(1982), SEC File No. 1-5591, Exhibit 10(e)).
+*10(d) -- Pennzoil Company Salary Continuation Plan (Pennzoil Company 10-K
(1982), SEC File No. 1-5591, Exhibit 10(g)).
+*10(e) -- Pennzoil Company Supplemental Disability Plan effective January 1,
1978 (Pennzoil Company 10-K(1977), SEC File No. 1-5591, Exhibit
5(y)).
+*10(f) -- Pennzoil Company Supplemental Life Insurance Plan effective January
1, 1978, as amended (Pennzoil Company 10-K (1980), SEC File No.
1-5591, Exhibit 10(g)).
+*10(g) -- Pennzoil Company Deferred Compensation Plan (Pennzoil Company 10-K
(1981), SEC File No. 1-5591, Exhibit 10(i)).
+*10(h) -- Specimen of Pennzoil Company Deferred Compensation Agreement
(Pennzoil Company 10-K (1982), SEC File No. 1-5591, Exhibit
10(j)(1)).
+*10(i) -- Specimen of Pennzoil Company agreements regarding certain benefits
payable in the event of a change in control (Pennzoil 10-Q (September
30, 1982), SEC File No. 1-5591, Exhibit 28).
+*10(j) -- Pennzoil Company Section 415 Excess Benefit Agreements (Pennzoil
Company 10-Q (March 31, 1980), SEC File No. 1-5591, Exhibit 5).
+*10(k) -- Pennzoil Company Medical Expenses Reimbursement Plan effective
January 1, 1978 (Pennzoil Company 10-K(1977), SEC File No. 1-5591,
Exhibit 5(v)).
+*10(l) -- Pennzoil Company 1985 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 25, 1985), SEC File No.
1-5591, Exhibit B).
+*10(m) -- Pennzoil Company Executive Severance Plan (Pennzoil Company 10-K
(1987), SEC File No. 1-5591, Exhibit 10(t)).
+*10(n) -- 1990 Stock Option Plan of Pennzoil Company (Pennzoil Company
definitive proxy material (April 26, 1990), SEC File No. 1-5591,
Exhibit A).
+*10(o) -- Pennzoil Company 1990 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 26, 1990), SEC File No.
1-5591, Exhibit B).
+*10(p) -- 1992 Stock Option Plan of Pennzoil Company (Pennzoil Company
definitive proxy material (April 13, 1993), SEC File No. 1-5591,
Exhibit A).
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+*10(q) -- Pennzoil Company 1993 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 13, 1993), SEC File No.
1-5591, Exhibit B).
**11 -- Computation of Ratio of Earnings to Fixed Charges for the years ended
December 31, 1994, 1993, 1992, 1991 and 1990.
**21 -- List of Subsidiaries of Pennzoil Company.
**23(a) -- Consent of Arthur Andersen LLP.
**23(b) -- Consent of Ryder Scott Company Petroleum Engineers.
**23(c) -- Consent of Outtrim Szabo Associates Ltd.
**24 -- Powers of Attorney.
**27 -- Financial Data Schedule.
**99(a) -- Summary of Reserve Report of Ryder Scott Company Petroleum Engineers
as of December 31, 1994 relating to oil and gas reserves.
**99(b) -- Summary of Reserve Report of Outtrim Szabo Associates, Ltd. as of
December 31, 1994 relating to oil and gas reserves.
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* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to the requirements of Item 14(c) of Form 10-K.
(B) REPORTS ON FORM 8-K.
During the fourth quarter of 1994, Pennzoil filed a Current Report on Form
8-K with the SEC dated as of October 28, 1994 to report the declaration of a
dividend of one right to purchase preferred stock for each outstanding share of
Pennzoil's common stock.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
PENNZOIL COMPANY
By: JAMES L. PATE
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(JAMES L. PATE, CHAIRMAN OF THE
BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Date: March 16, 1995
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INDEX TO EXHIBITS
EXHIBIT NO.
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*3(a) -- Restated Certificate of Incorporation of Pennzoil Company, as amended
through September 17, 1993 (Registration No. 33-50953, Exhibit 3(a)).
3(b) -- By-laws of Pennzoil Company, as amended through December 8, 1994.
*4(a) -- Indenture dated as of February 15, 1986 (the "1986 Indenture")
between Pennzoil Company and Mellon Bank, N.A., Trustee (Pennzoil
Company 10-Q (June 30, 1986), SEC File No. 1-5591, Exhibit 4(a)).
*4(b) -- Officer's Certificate dated as of March 16, 1987 delivered pursuant
to the terms of the 1986 Indenture setting forth the terms of
Pennzoil Company's 9% Debentures due April 1, 2017 (Pennzoil Company
10-Q (March 31, 1987), SEC File No. 1-5591, Exhibit 4(a)).
*4(c) -- Officer's Certificate dated as of April 14, 1989 delivered pursuant
to the terms of the 1986 Indenture setting forth the terms of
Pennzoil Company's 10 5/8% Debentures due June 1, 2001 (Pennzoil
Company 10-Q (March 31, 1989), SEC File No. 1-5591, Exhibit 4(a)).
*4(d) -- Officer's Certificate dated as of November 14, 1989 delivered
pursuant to the terms of the 1986 Indenture setting forth the terms
of Pennzoil Company's 10 1/8% Debentures due November 15, 2009 and
9 5/8% Notes due November 15, 1999 (Pennzoil Company 10-K (1989), SEC
File No. 1-5591, Exhibit 4(n)).
*4(e) -- Officer's Certificate dated as of November 19, 1990 delivered
pursuant to the terms of the 1986 Indenture setting forth the terms
of Pennzoil Company's 10 1/4% Debentures due November 1, 2005
(Pennzoil Company 10-K (1990), SEC File No. 1-5591, Exhibit 4(n)).
*4(f) -- Instrument of Resignation, Appointment and Acceptance dated as of
April 1, 1991 among Pennzoil Company, Mellon Bank, N.A., as Retiring
Trustee, and Texas Commerce Bank National Association, as Successor
Trustee, under the 1986 Indenture (Pennzoil Company 10-K (1991), SEC
File No. 1-5591, Exhibit 4(p)).
*4(g) -- Indenture dated as of December 15, 1992 (the "1992 Indenture")
between Pennzoil Company and Texas Commerce Bank National
Association, Trustee (Pennzoil Company 10-K (1992), SEC File No.
1-5591, Exhibit 4(o)).
*4(h) -- First Supplemental Indenture dated as of January 13, 1993 to the 1992
Indenture (Pennzoil Company 10-K (1992), SEC File No. 1-5591, Exhibit
4(p)).
*4(i) -- Second Supplemental Indenture dated as of October 12, 1993 to the
1992 Indenture (Pennzoil Company 10-K (1993), SEC File No. 1-5591,
Exhibit 4(i)).
*4(j) -- Rights Agreement dated as of October 28, 1994 between Pennzoil
Company and Chemical Bank, as Rights Agent (Pennzoil Company 8-K
(October 28, 1994), SEC File No. 1-5591, Exhibit 1).
Pennzoil Company agrees to furnish to the Commission upon request a copy
of any agreement defining the rights of holders of long-term debt of
Pennzoil Company and all its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed, under
which the total amount of securities authorized does not exceed 10%
of the total assets of Pennzoil Company and its subsidiaries on a
consolidated basis.
+*10(a) -- 1978 Stock Option Plan of Pennzoil Company, as amended (Registration
No. 2-67268, Exhibit 4(a)).
+*10(b) -- 1981 Stock Option Plan of Pennzoil Company (Registration No. 2-76935,
Exhibit 4(a)).
+*10(c) -- 1982 Stock Option Plan of Pennzoil Company (Pennzoil Company 10-K
(1982), SEC File No. 1-5591, Exhibit 10(e)).
+*10(d) -- Pennzoil Company Salary Continuation Plan (Pennzoil Company 10-K
(1982), SEC File No. 1-5591, Exhibit 10(g)).
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EXHIBIT NO.
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+*10(e) -- Pennzoil Company Supplemental Disability Plan effective January 1,
1978 (Pennzoil Company 10-K(1977), SEC File No. 1-5591, Exhibit
5(y)).
+*10(f) -- Pennzoil Company Supplemental Life Insurance Plan effective January
1, 1978, as amended (Pennzoil Company 10-K (1980), SEC File No.
1-5591, Exhibit 10(g)).
+*10(g) -- Pennzoil Company Deferred Compensation Plan (Pennzoil Company 10-K
(1981), SEC File No. 1-5591, Exhibit 10(i)).
+*10(h) -- Specimen of Pennzoil Company Deferred Compensation Agreement
(Pennzoil Company 10-K (1982), SEC File No. 1-5591, Exhibit
10(j)(1)).
+*10(i) -- Specimen of Pennzoil Company agreements regarding certain benefits
payable in the event of a change in control (Pennzoil 10-Q (September
30, 1982), SEC File No. 1-5591, Exhibit 28).
+*10(j) -- Pennzoil Company Section 415 Excess Benefit Agreements (Pennzoil
Company 10-Q (March 31, 1980), SEC File No. 1-5591, Exhibit 5).
+*10(k) -- Pennzoil Company Medical Expenses Reimbursement Plan effective
January 1, 1978 (Pennzoil Company 10-K(1977), SEC File No. 1-5591,
Exhibit 5(v)).
+*10(l) -- Pennzoil Company 1985 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 25, 1985), SEC File No.
1-5591, Exhibit B).
+*10(m) -- Pennzoil Company Executive Severance Plan (Pennzoil Company 10-K
(1987), SEC File No. 1-5591, Exhibit 10(t)).
+*10(n) -- 1990 Stock Option Plan of Pennzoil Company (Pennzoil Company
definitive proxy material (April 26, 1990), SEC File No. 1-5591,
Exhibit A).
+*10(o) -- Pennzoil Company 1990 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 26, 1990), SEC File No.
1-5591, Exhibit B).
+*10(p) -- 1992 Stock Option Plan of Pennzoil Company (Pennzoil Company
definitive proxy material (April 13, 1993), SEC File No. 1-5591,
Exhibit A).
+*10(q) -- Pennzoil Company 1993 Conditional Stock Award Program (Pennzoil
Company definitive proxy material (April 13, 1993), SEC File No.
1-5591, Exhibit B).
**11 -- Computation of Ratio of Earnings to Fixed Charges for the years ended
December 31, 1994, 1993, 1992, 1991 and 1990.
**21 -- List of Subsidiaries of Pennzoil Company.
**23(a) -- Consent of Arthur Andersen LLP.
**23(b) -- Consent of Ryder Scott Company Petroleum Engineers.
**23(c) -- Consent of Outtrim Szabo Associates Ltd.
**24 -- Powers of Attorney.
**27 -- Financial Data Schedule.
**99(a) -- Summary of Reserve Report of Ryder Scott Company Petroleum Engineers
as of December 31, 1994 relating to oil and gas reserves.
**99(b) -- Summary of Reserve Report of Outtrim Szabo Associates, Ltd. as of
December 31, 1994 relating to oil and gas reserves.
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* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to the requirements of Item 14(c) of Form 10-K.