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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
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Date of Report (Date of earliest event reported): December 30, 1998
PENNZOIL-QUAKER STATE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-14501 76-0200625
(Commission File Number) (IRS Employer 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
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
On December 30, 1998, Quaker State Corporation, a Delaware
corporation ("Quaker State"), merged (the "Merger") with and into a wholly owned
subsidiary of Pennzoil-Quaker State Company, a Delaware corporation (the
"Company"). As a result of the Merger, Quaker State is a wholly owned subsidiary
of the Company. Pursuant to the Merger, stockholders of Quaker State are
entitled to receive .8204 of a share of common stock of the Company in exchange
for each share of Quaker State capital stock previously owned.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The consolidated balance sheet as of December 31, 1997 and
1996, the consolidated statement of income, the consolidated
statement of shareholders' equity and the consolidated statement of
cash flows for the years ended December 31, 1997, 1996 and 1995 of
Quaker State are incorporated herein by reference to the Annual
Report on Form 10-K of Quaker State for the year ended December 31,
1997. The unaudited consolidated balance sheet as of September 30,
1998 and the unaudited consolidated statement of income and the
unaudited consolidated statement of cash flows for the quarter ended
September 30, 1998 of Quaker State are incorporated herein by
reference to the Quarterly Report on Form 10-Q of Quaker State for
the quarter ended September 30, 1998.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet dated
September 30, 1998 and the unaudited pro forma condensed combined
income statement for the nine months ended September 30, 1998 and for
the year ended December 31, 1997 of the Company are incorporated
herein by reference to the Company's Registration Statement on Form
10, as amended, dated December 1, 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.
PENNZOIL-QUAKER STATE COMPANY
Date: January 13, 1998 By: /s/ DAVID P. ALDERSON II
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David P. Alderson II
Group Vice President and Chief Financial
Officer and Treasurer