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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 1998
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PENNZENERGY COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 1-5591 74-1597290
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
PENNZOIL PLACE, P.O. BOX 2967 77252-2967
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 546-4000
PENNZOIL COMPANY
(Former name, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 30, 1998, PennzEnergy Company (formerly named Pennzoil
Company), a Delaware corporation ("PennzEnergy"), distributed to its
stockholders 47,846,502 shares of common stock, together with the attached
preferred stock purchase rights, of its wholly owned subsidiary Pennzoil-Quaker
State Company (formerly named Pennzoil Products Company), a Delaware
corporation, representing all of the shares of Pennzoil-Quaker State Company
owned by PennzEnergy. As a result of the distribution, PennzEnergy and
Pennzoil-Quaker State Company are no longer affiliated entities.
ITEM 5. OTHER EVENTS.
On December 30, 1998, PennzEnergy changed its name from "Pennzoil
Company" to "PennzEnergy Company."
Effective December 30, 1998, the directors of PennzEnergy will be as
follows:
Name Class Term Expires
---- ----- ------------
Terry L. Savage II 1999
Robert B. Weaver II 1999
Robert Mosbacher, Jr. II 1999
Henry R. Hamman III 2000
James L. Pate III 2000
Stephen D. Chesebro' I 2001
Brent Scowcroft I 2001
Effective December 30, 1998, the executive officers of PennzEnergy will
be as follows:
Name Title
---- -----
Stephen D. Chesebro' President and Chief Executive Officer
Donald A. Frederick Executive Vice President
John B. Chapman Senior Vice President - Legal
Bruce K. Misamore Senior Vice President - Finance and Treasurer
Linda L. Meagher Corporate Secretary
Malcolm R. Rae Controller
Winston M. Talbert Assistant Treasurer
Robert B. Hughes Assistant Secretary
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 7 of Form
8-K and Article 11 of Regulation S-X has previously been filed by PennzEnergy
under the Securities Exchange Act of
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1934, as amended. The following pro forma financial statements are hereby
incorporated in this Report by reference as indicated:
(1) Pro Forma Condensed Consolidated Balance Sheet (Unaudited) as of September
30, 1998 and the notes thereto (incorporated by reference to the Current
Report of PennzEnergy on Form 8-K dated November 12, 1998)
(2) Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) for the
Nine Month Period Ended September 30, 1998 and the notes thereto
(incorporated by reference to the Current Report of PennzEnergy on Form 8-K
dated November 12, 1998)
(3) Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) for the
Year Ended December 31, 1997 and the notes thereto (incorporated by
reference to the Current Report of PennzEnergy on Form 8-K dated May 19,
1998)
(4) Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) for the
Year Ended December 31, 1996 and the notes thereto (incorporated by
reference to the Current Report of PennzEnergy on Form 8-K dated May 19,
1998)
(5) Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) for the
Year Ended December 31, 1995 and the notes thereto (incorporated by
reference to the Current Report of PennzEnergy on Form 8-K dated May 19,
1998)
(c) Exhibits
4.1 Certificate of Ownership and Merger merging
PennzEnergy Company into Pennzoil Company
4.2 By-laws of PennzEnergy, as amended through
December 30, 1998
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SIGNATURES
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.
PENNZENERGY COMPANY
By: /s/ Bruce K. Misamore
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Bruce K. Misamore
Senior Vice President - Finance and Treasurer
Date: December 30, 1998