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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): April 14, 1998
QUAKER STATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-2677 25-0742820
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
225 E. John Carpenter Freeway 75062
Irving, Texas (Zip Code)
(address of principal executive offices)
Registrant's telephone number, including area code: (972) 868-0400
N/A
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On April 14, 1998, Quaker State Corporation, a Delaware corporation
(the "Company"), Pennzoil Company, a Delaware corporation ("Pennzoil"),
Pennzoil Products Company, a Delaware corporation and a wholly owned subsidiary
of Pennzoil ("PPC"), and Downstream Merger Company, a Delaware corporation and
a wholly owned subsidiary of PPC ("Merger Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"). The Merger Agreement and related
agreements provide for the separation of Pennzoil's motor oil, refined products
and franchise operations from its exploration and production operations and for
the combination of the motor oil, refined products and franchise operations
with the Company.
The transactions contemplated by the Merger Agreement are (1) a pro
rata distribution, on a share for share basis, of all of the issued and
outstanding Common Stock of PPC to the holders of Common Stock of Pennzoil to
be followed by (2) a merger of Merger Sub with and into the Company, in which
holders of Capital Stock of the Company will receive, in exchange for each
share held, 0.8204 shares of Common Stock of PPC. Immediately following the
transactions contemplated by the Merger Agreement, approximately 38.5% of PPC
will be owned by former Company stockholders and approximately 61.5% of PPC
will be owned by stockholders of Pennzoil. The name of PPC will be changed
prior to or in connection with the merger to a new name to be determined.
Closing under the Merger Agreement is conditioned on, among other
things, approval by the Company's stockholders, expiration or termination of
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and receipt of a tax ruling from the Internal Revenue Service.
A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is
incorporated herein by this reference. On April 15, 1998, the Company and
Pennzoil issued a press release announcing the execution of the Merger
Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by this reference. The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to such documents.
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ITEM 7. Exhibits
EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement and Plan of Merger among Pennzoil Company, Pennzoil
Products Company, Downstream Merger Company and Quaker State
Corporation, dated as of April 14, 1998 (incorporated by
reference to Exhibit 2.1 of the 8-K dated April 20, 1998 filed
by Pennzoil Company).
99.1 Press release, dated April 15, 1998, issued by the Company
and Pennzoil Company (filed herewith).
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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)
By: /s/ Paul E. Konney
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Name: Paul E. Konney
Title: Senior Vice President,
Secretary and General Counsel
DATE: April 20, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger among Pennzoil
Company, Pennzoil Products Company, Downstream
Merger Company and Quaker State Corporation, dated
as of April 14, 1998 (incorporated by reference to
Exhibit 2.1 of the 8-K dated April 20, 1998 filed by
Pennzoil Company).
99.1 Press release, dated April 15, 1998, issued by the
Company and Pennzoil Company (filed herewith).