U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number
1-14501
NOTIFICATION OF LATE FILING
CUSIP Number
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained
herein.
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If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:
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Part I -- Registrant Information
Full Name of Registrant Pennzoil-Quaker State Company
Thrift and Stock Purchase Plan
Former Name if Applicable
Quaker State Corporation Thrift and Stock Purchase Plan
Address of Principal Executive Office (Street and Number)
c/o Pennzoil-Quaker State Company, Pennzoil Place, P.O. Box
2967, Houston, TX 77252-2967
City, State and Zip Code
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Part II -- Rules 12b-25(b) and (c)
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[X] If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within the
prescribed period.
(Attach Extra Sheets if Needed)
In February 1999, PricewaterhouseCoopers LLP was engaged
to audit the financial statements of the Pennzoil-Quaker State
Company Thrift and Stock Purchase Plan (the "Plan") required to be
included in the Annual Report on Form 11-K to which this Form 12b-
25 relates. On June 16, 1999 Pennzoil-Quaker State Company was
informed by a representative of PricewaterhouseCoopers LLP that
that firm would be unable to express an opinion on the financial
statements of the Plan because PricewaterhouseCoopers had not
determined that they were independent with respect to the Plan
under the standards of the American Institute of Certified Public
Accountants and Section 2-01(b) of Regulation S-X. Thereupon,
Pennzoil-Quaker State Company engaged Arthur Andersen LLP to
perform the audit. Because of the short time available following
the determination that the accounting firm originally engaged
would be unable to provide an opinion and the engagement of
another accounting firm to perform the audit, there is
insufficient time to complete the audit prior to the date on which
the Form 11-K is due. Accordingly, the Annual Report on Form 11-K
cannot be filed by the date on which it is due without
unreasonable effort or expense.
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Part IV -- Other Information
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(1) Name and telephone number of person to contact in regard
to this notification
Michael J. Maratea (713) 546-4000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no, identify
report(s).
[X]Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[ ] Yes [X] No
If so; attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Pennzoil-Quaker State Company Thrift and Stock Purchase Plan
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 29, 1999 By: /s/Michael J. Maratea
Name: Michael J. Maratea
Title: Vice President and Controller of
Pennzoil-Quaker State Company, on
behalf of the Administrative Committee
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-
25) of the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this
form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
Form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities exchange on
which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on
Form 12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as an
amended notification.
5. Electronic Filers. This form shall not be used by
electronic filers unable to timely file a report solely due to
electronic difficulties. Filers unable to submit a report within
the time period prescribed due to difficulties in electronic
filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (section 232.201 or section 232.202 of this chapter)
or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation 2-T (section 232.12(b) of this chapter).
Exhibit To
Form 12b-25
Statement Pursuant to Rule 12b-25(c)
We agree with the statement contained in Part III of the
accompanying Form 12b-25 as to the reasons the Annual Report on
Form 11-K of the Pennzoil-Quaker State Thrift and Stock Purchase
Plan for the year ended December 31, 1998 cannot be filed timely
without unreasonable effort or expense, insofar as such statement
relates to us.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, Texas
June 29, 1999
Exhibit To
Form 12b-25
Statement Pursuant to Rule 12b-25(c)
We have read the sentences related to our firm contained
in Part III of the accompanying Form 12b-25 and agree with
the statements made therein.
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1999
