Commission File No. 1-14501
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 15
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNZOIL-QUAKER STATE COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 76-0200625
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
(713) 546-4000
(Address of principal
executive offices)
This application for removal of listing of securities is being filed
on behalf of Pennzoil-Quaker State Company, a Delaware corporation (the
"Company"). The Company is a reporting company under the Securities Exchange
Act of 1934, as amended ("1934 Act"), and files periodic reports with the
Securities and Exchange Commission (the "Commission").
The Company has the following debt securities (the "Notes") that are
currently listed on the New York Stock Exchange ("NYSE") and are registered
with the Commission under Section 12(b) of the 1934 Act:
Title of Each Class Cusip # Principal Amount
6-5/8% Notes due 2005 747410AB4 $100,000,000
The Company hereby applies for approval from the Commission to
remove the Notes from listing pursuant to Rule 12d2-2(d) of the 1934 Act. The
Company has complied with Rule 500 of the NYSE by having its Board of
Directors adopt a resolution approving the removal from listing and the
application to the Commission.
The Company believes that removal from listing of the Notes is
warranted for the following reasons:
Limited Number of Holders: There are a limited number of holders of
the Notes. The Company has been advised that, as of September 30, 2002, there
were approximately 200 beneficial holders of the Notes. The Company launched a
tender offer for the Notes on October 2, 2002. Assuming the tender offer is
successful, it is expected that the number of holders of the Notes will be
further reduced.
Infrequent Trading: The Notes trade infrequently. Based on
information provided in pricing history reports, there has been zero trading
of the Notes during the three-month period prior to the date of this
application.
Reporting Costs: Given the small number of holders and infrequent
trading of the Notes, the Company wishes to eliminate the costs associated
with continued listing and reporting obligations required with respect to the
Notes. All common stock of the Company is held by Shell Oil Company ("Shell
Oil") as a result of the merger that was completed on October 1, 2002. The
Company intends to file a Form 15 in connection with the delisting and
deregistration of its common stock. Once the delisting and deregistration
process for the common stock is complete, the Notes will be the only
securities of the Company listed and registered on an exchange.
The Company believes that the delisting of the Notes should not have
a material impact on the holders of the Notes.
If you have any questions, please call Gabriel Saltarelli at (212)
474-1968.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this Application to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: October 2, 2002 PENNZOIL-QUAKER STATE COMPANY
By: /s/ D.J. Palmer
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Name: D.J. Palmer
Title: Vice President,
Chief Financial Officer and
Treasurer