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As Filed With the Securities and Exchange Commission on July 14, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PENNZOIL COMPANY
(Exact name of issuer as specified in its charter)
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DELAWARE 74-1597290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PENNZOIL PLACE, P.O. BOX 2967 77252-2967
HOUSTON, TEXAS (Zip Code)
(address of principal executive offices)
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PENNZOIL COMPANY
1998 STOCK OPTION PLAN
(Full title of the plan)
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Linda F. Condit
Corporate Secretary
Pennzoil Company
Pennzoil Place, P.O. Box 2967
Houston, Texas 77252-2967
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 546-4000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING PRICE OFFERING REGISTRATION
BEING REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
Common Stock, par value
$0.83-1/3 per share(2) 500,000 shares $53.1875 $26,593,750 $7,845.16
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(1) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales price of the Common Stock of Pennzoil Company reported on the New
York Stock Exchange on July 9, 1998.
(2) Includes the associated rights to purchase preferred stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the
Pennzoil Company 1998 Stock Option Plan required by Item 1 of Form S-8 and the
statement of availability of registrant information, Plan information, and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended
("Securities Act"). In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the registrant shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which Pennzoil Company ("Pennzoil")
has filed with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 1-5591), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:
(1) Pennzoil's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) Pennzoil's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(3) Pennzoil's Current Reports on Form 8-K dated March 12,
1998, April 17, 1998, April 20, 1998, May 20, 1998 and May 29, 1998;
(4) The description of the Common Stock, par value $0.83-1/3
per share, of Pennzoil (the "Common Stock") contained in Pennzoil's
Form 8 Amendment No. 1 to Application for Registration of the
Securities on Form 10, filed with the Commission on April 26, 1991; and
(5) The description of rights to purchase preferred stock
contained in Pennzoil's Registration Statement on Form 8-A filed with
the Commission on October 31, 1994, as amended April 20, 1998.
All documents filed by Pennzoil with the Commission pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicate that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a
supplement hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the By-laws of Pennzoil, as amended, provides
for indemnification of officers, directors, agents, and employees of Pennzoil to
the extent authorized by applicable law including, but not limited to, the
Delaware General Corporation Law. Pursuant to Section 145 of the Delaware
General Corporation Law, a corporation generally has the power to indemnify its
present and former directors, officers, employees, and agents against expenses
and liabilities incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. With respect to suits by or in the right of a
corporation, however, indemnification is generally limited to attorney's fees
and other expenses and is not available if such person is adjudged to be liable
to the corporation unless the court determines that indemnification is
appropriate. In addition, a corporation has the power to purchase and maintain
insurance for such persons. The
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statute also expressly provides that the power to indemnify authorized thereby
is not exclusive of any rights granted under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
Article EIGHTH of Pennzoil's Restated Certificate of
Incorporation eliminates in certain circumstances the monetary liability of
directors of Pennzoil for a breach of their fiduciary duty as directors. These
provisions do not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law); or
(iv) for transactions from which the director derived an improper personal
benefit.
The above discussion of Pennzoil's Restated Certificate of
Incorporation and By-laws and of Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such Restated Certificate of Incorporation, By-laws, and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
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23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Ryder Scott Company Petroleum Engineers.
24 - Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on July 13, 1998.
PENNZOIL COMPANY
By: JAMES L. PATE
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(James L. Pate,
Chairman of the Board, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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JAMES L. PATE Principal Executive Officer July 13, 1998
- ----------------------------------- and Director
(James L. Pate,
Chairman of the Board, President
and Chief Executive Officer)
DAVID P. ALDERSON, II Principal Financial and July 13, 1998
- ----------------------------------- Accounting Officer
(David P. Alderson, II, Group Vice
President -- Finance)
HOWARD H. BAKER, JR.*
W. L. LYONS BROWN, JR.*
STEPHEN D. CHESEBRO*
ERNEST H. COCKRELL*
HARRY H. CULLEN* A Majority of the Directors
of Pennzoil
ALFONSO FANJUL* July 13, 1998
BERDON LAWRENCE*
BRENT SCOWCROFT*
GERALD B. SMITH*
CYRIL WAGNER, JR.*
*By: DAVID P. ALDERSON, II
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(David P. Alderson, II,
Attorney-In-Fact)
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INDEX TO EXHIBITS
Exhibit
Number Document Description
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23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Ryder Scott Company Petroleum Engineers.
24 - Powers of Attorney.