<PAGE>
As Filed With the Securities and Exchange Commission on December 29, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
PENNZOIL-QUAKER STATE COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 76-0200625
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
PENNZOIL PLACE, P.O. BOX 2967 77252-2967
HOUSTON, TEXAS (Zip Code)
(address of principal executive offices)
----------------
1998 STOCK OPTION PLAN OF PENNZOIL-QUAKER STATE COMPANY
(Full title of the plan)
----------------
Linda F. Condit
Corporate Secretary
Pennzoil-Quaker State Company
Pennzoil Place, P.O. Box 2967
Houston, Texas 77252-2967
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 546-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED(2) REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE (1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 4,000,000 $13 11/16 $54,750,000 $15,220.50
value $.10 per share
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales price of the Common Stock of the Registrant, trading on a when-
issued basis, reported on the New York Stock Exchange on December 22, 1998.
(2) Includes the associated rights to purchase preferred stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of this Form will be sent or given to participants as specified by
Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-
8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Pennzoil-Quaker State Company, a Delaware
corporation (the "Company"), has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-
14501), are incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof:
(1) The Company's Form 10 filed with the Commission on September 21, 1998
and Amendment No. 1 to the Form 10 filed with the Commission on
December 1, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(3) The description of rights to purchase preferred stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on December 18, 1998;
(4) The Company's Current Reports on Form 8-K filed with the Commission on
December 18, 1998 and December 29, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Amended and Restated By-Laws of the Company provides for
indemnification of any person who is, or is threatened to be made, a witness in
or a party to any proceeding by reason of his Corporate Status, as defined in
the Amended and Restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law. Directors
of the Company have agreements in place providing for the same indemnification
as the Amended and Restated By-Laws. Pursuant to Section 145 of the Delaware
General Corporation Law a corporation generally has the power to indemnify its
present and former directors, officers, employees and agents against expenses
and liabilities incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. With respect to suits by or in the right of a
corporation, however, indemnification is generally limited to attorney's fees
and other expenses and is not available if such person is adjudged to be liable
to the corporation unless the court determines that indemnification is
appropriate. In addition, a corporation has the power to purchase and maintain
insurance for such persons. The statute also expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
Article IX of the Company's Restated Certificate of Incorporation
eliminates in certain circumstances the monetary liability of directors of the
Company for a breach of their fiduciary duty as directors. These provisions do
not eliminate the liability of a director
(1) for a breach of the director's duty of loyalty to the corporation or
its stockholders;
(2) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;
(3) under Section 174 of the Delaware General Corporation Law (relating to
the declaration of dividends and purchase or redemption of shares in violation
of the Delaware General Corporation Law); or
(4) for transactions from which the director derived an improper personal
benefit.
The Company has purchased directors and officers liability insurance that
would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.
II-2
<PAGE>
The above discussion of the Company's Restated Certificate of Incorporation
and Amended and Restated By-Laws and of Section 145 of the Delaware General
Corporation Law is not intended to be exhaustive and is respectively qualified
in its entirety by such Restated Certificate of Incorporation, Amended and
Restated By-Laws and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
+ 4.1 - Restated Certificate of Incorporation of Pennzoil-Quaker State
Company (incorporated herein by reference to Exhibit 4.2 to the
Company's Form 8-K filed with the Commission on December 29, 1998)
+ 4.2 - Amended and Restated By-laws of Pennzoil-Quaker State Company
(incorporated herein by reference to Exhibit 4.3 to the Company's Form
8-K filed with the Commission on December 29, 1998)
4.3 - 1998 Stock Option Plan of Pennzoil-Quaker State Company (filed
herewith)
5 - Opinion of Baker & Botts, L.L.P. (filed herewith)
23.1 - Consent of Arthur Andersen LLP, independent public accountants
(filed herewith)
23.2 - Consent of PricewaterhouseCoopers LLP, independent accountants
(filed herewith)
24 - Powers of Attorney (filed herewith)
The Company hereby undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service in a timely manner and to make all changes
required by the Internal Revenue Service in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
- --------------
+Incorporated herein by reference.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities Act"),
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act and each filing of the Plan's annual report pursuant to
section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 29, 1998.
PENNZOIL-QUAKER STATE COMPANY,
a Delaware corporation
By: /s/ James L.Pate
--------------------------------------
James L. Pate, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 29, 1998.
NAME TITLE
------ -------
/s/ David P. Alderson II
- ------------------------------------------- Principal Financial Officer
(David P. Alderson II, Vice President)
/s/ James L. Pate
- ------------------------------------------- Principal Executive Officer
(James L. Pate, Chief Executive Officer)
/s/ James J. Postl
- ------------------------------------------- Director
(James J. Postl, President)
/s/ James W. Shaddix
- ------------------------------------------- Director
(James W. Shaddix, Vice President)
II-6
<PAGE>
EXHIBIT 4.3
1998 STOCK OPTION PLAN
OF
PENNZOIL-QUAKER STATE COMPANY
1. PURPOSE OF THE PLAN.
This 1998 Stock Option Plan (the "Plan") is intended as an employment
incentive to retain in the employ of the Company and any Subsidiary or Parent of
the Company (within the meaning of Section 424(e) or (f) of the Internal Revenue
Code of 1986, as amended (the "Code"), and including any corporation that
becomes a Subsidiary or Parent of the Company) persons of training, experience
and ability, to attract new employees whose services are considered unusually
valuable, to encourage the sense of proprietorship of such persons, and to
stimulate the active interest of such persons in the development and financial
success of the Company, and to provide substitute options for certain holders of
options granted by Quaker State Corporation ("Quaker State Options"), in
accordance with Section 2.9 of the Agreement and Plan of Merger, dated as of
April 14, 1998, among Pennzoil Company, Pennzoil Products Company, Downstream
Merger Company and Quaker State Corporation ("Merger Agreement"), with such
substitute option awards referred to as "Alternative Awards." It is further
intended that options issued pursuant to the Plan shall constitute nonqualified
stock options within the meaning of Section 83 of the Code.
2. ADMINISTRATION OF THE PLAN.
The Board of Directors shall appoint and maintain a Compensation
Committee (hereinafter called the "Committee") of the Board of Directors to
administer the Plan. The Options granted under this Plan shall be nonqualified
stock options within the meaning of Section 83 of the Code. The Committee shall
have full power and authority to designate participants, to determine the terms
and provisions of respective option agreements (which need not be identical),
and to interpret the provisions and supervise the administration of the Plan.
The Committee shall have the authority, exercisable in its sole discretion, to
grant various forms of Options containing such terms and conditions, consistent
with the provisions of this Plan, as the Committee shall determine, including
the authority to grant in its discretion to the holder of an outstanding Option,
in exchange for the surrender and cancellation of such Option, a new Option
having a purchase price lower than that provided in the Option so surrendered
and canceled and containing such other terms and conditions as the Committee may
prescribe in accordance with the provisions of the Plan, except that shares
subject to purchase pursuant to any Option or portion thereof relinquished and
not required to be issued upon such relinquishment shall not again be available
for Options under the Plan.
3. DESIGNATIONS OF PARTICIPANTS.
The persons eligible for participation in the Plan as recipients of
Options shall include all employees of the Company or of any Subsidiary or
Parent of the Company, including key employees of any corporation that becomes a
Subsidiary or Parent after the date that this Plan is adopted, and individuals
entitled to an Alternative Award. An employee who has been granted an
<PAGE>
Option hereunder may be granted an additional Option or Options, if the
Committee shall so determine.
4. STOCK RESERVED FOR THE PLAN.
Subject to adjustments provided in Paragraph 9 hereof, a total of
4,000,000 shares of Common Stock, par value $0.10 per share, of the Company
("Stock") shall be subject to the Plan. The shares subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Subsidiary or Parent of the Company, and such amount of
shares shall be and hereby is reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding Options
at the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan the Company shall at all times reserve a
sufficient number of shares to meet the requirements of the Plan. Should any
Option expire or be canceled prior to its exercise or relinquishment in full,
the shares theretofore subject to such Option may again be subjected to an
Option under the Plan, except that shares subject to purchase pursuant to any
Option or portion thereof relinquished and not required to be issued upon such
relinquishment shall not again be available for Options under the Plan.
5. OPTION PRICE.
(a) The purchase price of each share placed under option pursuant to
the Plan shall be determined by the Committee, but in no event shall be
less than 100% of the Fair Market Value of such share on the date the
Option is granted; provided, however, that with respect to an Alternative
Award, the purchase price for each Option share shall be the purchase price
under the corresponding Quaker State Option, as adjusted to reflect the
transaction under the Merger Agreement.
(b) "Fair Market Value" of a share of Stock means, as of a particular
date, (i) if shares of Stock are listed on a national securities exchange,
the mean between the highest and lowest sales price per share of Stock
reported on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Stock are listed on that
date, or, if there shall have been no such sale so reported on that date,
on the last preceding date on which such a sale was so reported, (ii) if
shares of Stock are not so listed but are quoted on the Nasdaq National
Market, the mean between the highest and lowest sales price per share of
Stock reported by the Nasdaq National Market on that date, or, if there
shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the Stock is
not so listed or quoted, the mean between the closing bid and asked price
on that date, or, if there are no quotations available for such date, on
the last preceding date on which such quotations are available, as reported
by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market,
by the National Quotation Bureau Incorporated or (iv) if shares of Stock
are not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose. The above
notwithstanding, respecting an Option granted (x) pursuant to, or in
connection with, the transaction occurring under the Merger Agreement, or
(y) as of the first full day of trading in 1999, "Fair Market Value" of a
share of Stock shall mean the average
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<PAGE>
of the mean between the highest and lowest sales prices per share of Stock
as reported on the New York Stock Exchange for each of the first three (3)
full trading days of 1999.
6. OPTION PERIOD.
(a) The Options granted under this Plan shall be for a term of not
more than ten years from the date of granting of each Option; provided,
however, that with respect to an Alternative Award, the grant date and, if
longer, the term of the corresponding Quaker State Option shall continue to
apply.
(b) If the Company is reorganized or merged or consolidated with
another corporation while unexercised Options remain outstanding under the
Plan, there shall be substituted for the shares subject to the unexercised
portions of such outstanding Options an appropriate number of shares of
each class of stock or other securities of the reorganized or merged or
consolidated corporation distributed to the holders of Stock in respect of
their shares; provided, however, that all such Options may be canceled by
the Company as of the effective date of any such reorganization, merger, or
consolidation or of any dissolution or liquidation of the Company by giving
notice of its intention to do so to each holder thereof or his personal
representative and by permitting the purchase during a period of not less
than 30 days next preceding such effective date of all of the shares
subject to such outstanding Options.
7. EXERCISE OF OPTIONS.
(a) The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be
exercisable, subject to the applicable provisions of this Plan. In any
event, Options shall be exercisable only after 12 months of continued
employment with the Company or any Subsidiary or Parent of the Company
immediately following the date upon which the Option is granted, and no
Option may thereafter become exercisable for a number of shares exceeding
(i) 33-1/3% of the number of shares subject to the Option until after two
years of such continued employment, or (ii) 66-2/3% of the number of shares
subject to the Option until after three years of such continued employment;
provided, however, that an Option, if the Option Agreement so provides, may
be exercised irrespective of the above-described 12-month, 33-1/3%, and
66-2/3% limitations in the event of:
(A) Death of the optionee while in the employment of the Company
or any Subsidiary or Parent of the Company;
(B) Termination of employment of the optionee by reason of
disability, as determined by the Committee;
(C) Termination of the optionee's employment by reason of
retirement under or in accordance with the retirement plan of the
Company or any Subsidiary or Parent of the Company, in which he is
then participating after completion, as of
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<PAGE>
the date of such retirement, of not less than five years of employment
with the Company or any Subsidiary or Parent of the Company, or
termination of employment for such other reasons as may be approved in
writing by the Committee; or
(D) With respect solely to an Alternative Award, the involuntary
or constructive termination of the optionee's employment.
(b) Options may be exercised solely by the optionee during his
lifetime or after his death by the personal representative of the
optionee's estate or the person or persons entitled thereto under his will
or under the laws of descent and distribution.
(c) The purchase price of the shares for which an Option is exercised
shall be paid in full at the time of the exercise. Such purchase price
shall be payable in cash, or at the option of the holder of such Option, in
Stock theretofore owned by such holder (or in a combination of cash and
such Stock). For purposes of determining the amount, if any, of the
purchase price satisfied by payment in Stock, such Stock shall be valued at
its Fair Market Value on the date of exercise in accordance with
subparagraph (b) of Paragraph 5. Any Stock delivered in satisfaction of all
or a portion of the purchase price shall be appropriately endorsed for
transfer and assignment to the Company. No holder of an Option shall be,
or have any of the rights or privileges of, a shareholder of the Company in
respect of any shares purchasable upon the exercise of any part of an
Option unless and until certificates representing such shares shall have
been issued by the Company to such holder.
(d) Notwithstanding any provision in this Plan to the contrary, with
respect to an Alternative Award, to the extent the rights, terms and
conditions of the corresponding Quaker State Option are more favorable than
the rights, terms and conditions of this Plan, including, but not limited
to, a more favorable vesting schedule, such rights, terms and conditions of
such Quaker State Option will apply in lieu of contrary rights, terms and
conditions of this Plan.
8. ASSIGNABILITY.
Except as may be provided by the Committee, neither any Option nor any
right to relinquish the same to the Company as contemplated by this Paragraph 8
shall be assignable or otherwise transferable except by will or the laws of
descent and distribution.
9. CAPITAL CHANGE OF THE COMPANY.
If the outstanding shares of Stock of the Company shall at any time be
changed or exchanged by declarations of a stock dividend, split-up, combination
of shares, or recapitalization, the number and kind of shares subject to this
Plan or subject to any Options theretofore granted, and the Option prices, shall
be appropriately and equitably adjusted so as to maintain the proportionate
number of shares without changing the aggregate Option price; provided, however,
no adjustment shall be made by reason of the distribution of subscription rights
on outstanding stock.
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<PAGE>
10. PURCHASE FOR INVESTMENT.
Whether or not the Options and shares covered by the Plan have been
registered under the Securities Act of 1933, as amended, each person exercising
an Option under the Plan may be required by the Company to give a representation
in writing that he is acquiring such shares for his own account for investment
and not with a view to, or for sale in connection with, the distribution of any
part thereof.
11. TAX WITHHOLDING.
The Company shall have the right to deduct applicable taxes from any
Option or relinquishment payment and withhold, at the time of delivery of shares
of Stock under this Plan, an appropriate number of shares of Stock for payment
of taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
The Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Stock theretofore owned by the holder of the Option with
respect to which withholding is required. If shares of Stock are used to
satisfy tax withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made.
12. EFFECTIVE DATE OF PLAN.
The Plan shall be effective December 2, 1998; provided, however, that
no Option shall be granted pursuant to the Plan prior to the Closing Date.
Furthermore, no Option shall be granted pursuant to the Plan after December 2,
2008.
13. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.
The Board of Directors may amend, modify, suspend or terminate this
Plan at any time for the purpose of meeting or addressing any changes in legal
requirements or for any other purpose permitted by law except that (i) no
amendment or alteration that would impair the rights of any Participant under
any Option previously granted to such Participant shall be made without such
Participant's consent and (ii) no amendment or alteration shall be effective
prior to approval by the Company's stockholders to the extent such approval is
then required by applicable legal requirements.
14. GOVERNMENT REGULATIONS.
The Plan, and the granting and exercise of Options thereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.
PENNZOIL-QUAKERSTATE COMPANY
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<PAGE>
EXHIBIT 5
BAKER & BOTTS, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
December 28, 1998
Pennzoil-Quaker State Company
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
Gentlemen:
As set forth in the Registration Statement on Form S-8 to be filed by
Pennzoil-Quaker State Company (the "Company") under the Securities Act of 1933,
as amended (the "Act"), relating to 4,000,000 shares ("Shares") of common stock,
par value $0.10 per share, of the Company issuable under the terms of the
Pennzoil-Quaker State Company 1998 Stock Option Plan (the "Plan"), certain legal
matters in connection with the Common Stock.
In our capacity as counsel to the Company in the connection referred to
above, we have familiarized ourselves with the Company's Restated Certificate of
Incorporation and Amended and Restated By-laws and have examined the originals,
or copies certified or otherwise identified, of corporate records of the
Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents, as a basis for the
opinions hereinafter expressed. In giving such opinions we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates.
Based on our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of Shares by the Company pursuant to the
provisions of the Plan for a consideration at least equal to the par value of
such Shares, such Shares will be validly issued, fully paid and non-assessable
shares of capital stock of the Company.
<PAGE>
Pennzoil-Quaker State Company Page 2 December 28, 1998
We hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement. In giving this consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Baker & Botts, L.L.P.
--------------------------
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 relating to the
Pennzoil-Quaker State Company 1998 Stock Option Plan of our report dated June 2,
1998 included in Pennzoil-Quaker State Company's Form 10/A dated December 1,
1998 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 28, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 relating to the Pennzoil-Quaker State Company 1998 Stock
Option Plan of our report dated March 11, 1998, except as to the second
paragraph to Note 11 which is as of July 10, 1998, relating to the financial
statements of Excel Paralubes, which appears in the Information Statement
constituting part of the Registration Statement on Form 10 filed by Pennzoil-
Quaker State Company on September 21, 1998.
PricewaterhouseCoopers LLP
Houston, Texas
December 28, 1998
<PAGE>
EXHIBIT 24
PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, a Registration Statement on Form
S-8 (the "Registration Statement") relating to the 1998 Stock Option Plan of
Pennzoil Products Company and the Common Stock of the Company issuable
thereunder, together with any and all exhibits and other documents having
relation thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint DAVID P.
ALDERSON II, JAMES L. PATE and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director or officer or both, as the
case may be, of the Company, the Registration Statement and all instruments
necessary or incidental in connection therewith, as may be necessary or
appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of December, 1998.
/s/ David P. Alderson II
-------------------------------
David P. Alderson II
<PAGE>
EXHIBIT 24
PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, a Registration Statement on Form
S-8 (the "Registration Statement") relating to the 1998 Stock Option Plan of
Pennzoil Products Company and the Common Stock of the Company issuable
thereunder, together with any and all exhibits and other documents having
relation thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint DAVID P.
ALDERSON II, JAMES L. PATE and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director or officer or both, as the
case may be, of the Company, the Registration Statement and all instruments
necessary or incidental in connection therewith, as may be necessary or
appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of December, 1998.
/s/ James L. Pate
-------------------------------
James L. Pate
<PAGE>
EXHIBIT 24
PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, a Registration Statement on Form
S-8 (the "Registration Statement") relating to the 1998 Stock Option Plan of
Pennzoil Products Company and the Common Stock of the Company issuable
thereunder, together with any and all exhibits and other documents having
relation thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint DAVID P.
ALDERSON II, JAMES L. PATE and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director or officer or both, as the
case may be, of the Company, the Registration Statement and all instruments
necessary or incidental in connection therewith, as may be necessary or
appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of December, 1998.
/s/ James J. Postl
-------------------------------
James J. Postl
<PAGE>
EXHIBIT 24
PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, a Registration Statement on Form
S-8 (the "Registration Statement") relating to the 1998 Stock Option Plan of
Pennzoil Products Company and the Common Stock of the Company issuable
thereunder, together with any and all exhibits and other documents having
relation thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint DAVID P.
ALDERSON II, JAMES L. PATE and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director or officer or both, as the
case may be, of the Company, the Registration Statement and all instruments
necessary or incidental in connection therewith, as may be necessary or
appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of December, 1998.
/s/ James W. Shaddix
------------------------------
James W. Shaddix
