As filed with the Securities and Exchange Commission on October 7, 2002
Registration No. 333-74434
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
Post-Effective Amendment No. 1
To
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pennzoil-Quaker State Company
(Exact name of registrant as specified in its charter)
------------
Delaware 76-0200625
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
------------
Pennzoil Place
P.O. Box 2967
Houston, TX 77252-2967
(Address of Principal Executive Offices)
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
OF PENNZOIL-QUAKER STATE COMPANY
(Full title of the plan)
CT Corporation System
1021 Main Street, Suite 1150
Houston, TX 77002
(Name and address of agent for service)
(713) 658-9486
(Telephone number, including area code, of agent for service)
------------
Copies to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York
10019-7475
(212) 474-1000
------------
================================================================================
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as
amended, Pennzoil-Quaker State Company (the "Company") hereby withdraws from
registration under this registration statement any and all shares of the
common stock of the Company, including associated preferred stock purchase
rights, registered hereunder which have not been issued. The Deferred
Compensation Plan for Non-Employee Directors of the Company, pursuant to which
the shares would have been issued, has either expired by its terms or been
terminated and no additional shares may be issued or sold under such plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, on this third day of October 2002.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ D. J. Pirret
------------------------------------
Name: D. J. Pirret
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ D. J. Pirret President,
- ---------------------------- Chief Executive Officer October 3, 2002
D. J. Pirret and Director
Vice President,
/s/ D. J. Pirret Chief Financial Officer,
- ---------------------------- Treasurer and Director October 3, 2002
D. J. Pirret
/s/ M. J. Maratea
- ----------------------------
M. J. Maratea Controller October 3, 2002