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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Quaker State Corporation
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(Exact name of registrant as specified in its charter)
Delaware 25-0742820
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(State of incorporation or organization) (IRS Employer
Identification No.)
225 E. John Carpenter Freeway,
Irving, Texas 75062
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Rights to Purchase Capital New York Stock Exchange
Stock, $1.00 par value share Pacific Stock Exchange
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Title of each class to Name of each exchange on which each
be so registered class is to be registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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The undersigned registrant, Quaker State Corporation (the
"Company"), hereby amends and supplements, as set forth below, Items 1 and 2 of
the Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "Commission") on October 20, 1995, which is
incorporated herein by reference (including the exhibits thereto, the "Form
8-A"). Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in Form 8-A.
ITEM 1. Description of Registrant's Securities to be Registered
The response to item 1 in the Form 8-A is hereby amended by
the addition of the following two paragraphs after the last paragraph thereof:
Effective as of April 14, 1998, the Rights Agreement (the
"Rights Agreement"), dated as of September 28, 1995, between the Company and
Mellon Securities Trust Company, Rights Agent (the "Rights Agent"), was amended
(the "Amendment to Rights Agreement") in order to, among other things, (i)
prevent a corporation to be formed under the laws of Delaware ("Merger Sub") by
Pennzoil Products Company, a Delaware corporation ("Pennzoil Products"), and
Pennzoil Products from becoming an Acquiring Person as a result of the merger
of Merger Sub with and into the Company (the "Merger") as provided for in the
Agreement and Plan of Merger, dated as of April 14, 1998 (the "Merger
Agreement") among the Pennzoil Company, a Delaware corporation, Pennzoil
Products, Merger Sub and the Company, (ii) prevent a Stock Acquisition Time, a
Distribution Date, a Section 11(a)(ii) Event or a Section 13 Event from
occurring as a result of the Merger or certain other transactions contemplated
by the Merger Agreement and (iii) provide that all outstanding Rights will
expire immediately prior to the Effective Time, as such term is defined in the
Merger Agreement.
A copy of the Amendment to Rights Agreement is attached hereto
as Exhibit 2 and is incorporated herein by reference. The foregoing
description of the Amendment to Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Amendment to
Rights Agreement.
ITEM 2. Exhibits
1. Rights Agreement between the Registrant and Mellon
Securities Trust Company, Rights Agent, dated as of
September 28, 1995, which includes as Exhibit A the
form of Right Certificate (previously filed as an
exhibit to the Form 8-A dated October 20, 1995 and
incorporated herein by reference).
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2. Amendment No. 1 to Rights Agreement between the
Registrant and Mellon Securities Trust Company,
Rights Agent, dated as of April 14, 1998 (filed
herewith).
3. 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).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto 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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1. Rights Agreement between the Registrant and Mellon Securities Trust
Company, Rights Agent, dated as of September 28, 1995, which includes
as Exhibit A the form of Right Certificate (previously filed as an
exhibit to the Form 8-A dated October 20, 1995 and incorporated
herein by reference).
2. Amendment No. 1 to Rights Agreement between the Registrant and Mellon
Securities Trust Company, Rights Agent, dated as of April 14,
1998 (filed herewith).
3. 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).