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CONFORMED COPY
WITH EXHIBITS
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): June 28, 1996
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Quaker State Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-2677 25-0742820
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(State of incorporation) (Commission File No.) (IRS Employer ID No,)
225 E. John Carpenter Freeway, Irving, Texas 75062
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(Address of principal executive offices) (Zip Code)
(214) 868-0400
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 7, 1996, Quaker State Corporation (the "Registrant") entered into
an Agreement and Plan of Merger (the "Merger Agreement") to acquire all of the
capital stock of Blue Coral, Inc., a privately held corporation headquartered
in Cleveland, Ohio ("Blue Coral"), from Sheldon G. Adelman and the ten other
stockholders of Blue Coral (the "Blue Coral Stockholders"). Blue Coral is a
manufacturer and marketer of automobile polishes and other consumer car care
products, commercial and industrial cleaning products, car wash equipment
systems and commercial car wash products. The closing under the Merger
Agreement occurred on June 28, 1996. The consideration for the transaction was
arrived at through arm's length negotiations, included approximately $48.8
million in cash, payment of certain pre-existing indebtedness of Blue Coral
totaling approximately $22.6 million and 2,956,328 shares of the Registrant's
capital stock with a market value of approximately $43.5 million. The source
of the funds used were borrowings under the Registrant's $90 million Credit
Agreement with a group of banks, including Morgan Guaranty Trust Company of New
York, as agent.
No material relationship between the Registrant, its affiliates, officers and
directors and any of the selling parties existed prior to the transaction.
Pursuant to the transaction and as security for certain indemnity obligations
of the selling parties, 1,020,408 of the 2,956,328 shares of the Registrant's
Capital Stock issued under the Merger Agreement are held in an escrow account
for distribution to the Blue Coral Stockholders two years after the date of
closing if certain conditions are met.
The assets of Blue Coral included trademarks and trade names, manufacturing
equipment, and leased warehouse, manufacturing and distribution facilities.
The Registrant intends to use the assets for substantially the same purposes as
previously used by Blue Coral.
The description of the transaction contained herein is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as
Exhibit 2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements will be filed by an amendment to this Form 8-K within 60 days after
July 13, 1996.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such pro
forma financial information will be filed by an amendment to this Form 8-K
within 60 days after July 13, 1996.
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(c) Exhibits.
Item No. Description
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2 Asset Purchase Agreement by and among the Registrant,
BC Acquisition Corporation, Blue Coral, Inc. and the Blue
Coral Stockholders dated as of June 7, 1996, with list of
omitted schedules and exhibits, filed herewith.
4 Escrow Agreement among the Registrant and the
Blue Coral Stockholders, dated as of June 28, 1996, filed
herewith
SIGNATURE
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.
QUAKER STATE CORPORATION
(Registrant)
DATE: July 12, 1996
By: /S/ Conrad A. Conrad
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Conrad A. Conrad
Vice Chairman and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2 Asset Purchase Agreement by and among the
Registrant, BC Acquisition Corporation, Blue
Coral, Inc. and the Blue Coral Stockholders
dated as of June 7, 1996, with list of omitted
schedules and exhibits, filed herewith.
4 Escrow Agreement among the Registrant and
the Blue Coral Stockholders, dated as of June 28,
1996, filed herewith.