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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PENNZOIL-QUAKER STATE COMPANY
(NAME OF SUBJECT COMPANY AND PERSON FILING)
OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $.10 PER SHARE, HAVING AN EXERCISE PRICE OF $24.00 OR MORE
(TITLE OF CLASS OF SECURITIES)
709323109
(CUSIP NUMBER OF CLASS OF SECURITIES)
LINDA F. CONDIT
VICE PRESIDENT AND CORPORATE SECRETARY
PENNZOIL PLACE
P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
(713) 546-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
DARRELL W. TAYLOR, ESQ.
BAKER BOTTS L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
(713) 229-1313
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$2,109,140 $422
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* Calculated solely for purposes of determining the filing fee in
accordance with Section 13(e)(3) of the Securities Exchange Act of 1934
and Rule 0-11 thereunder. This amount assumes the purchase of all
options for which this offer is being made.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $389 Filing Party: Pennzoil-Quaker State Company
Form or Registration No.: Schedule TO Date Filed: September 11, 2000
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ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), and the address of its principal executive
office is Pennzoil Place, P.O. Box 2967, Houston, Texas 77252-2967. The
information set forth under "Information Concerning PQS" in Section 8 of the
Offer to Purchase is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO (this "Schedule")
relates to an offer by the Company to purchase outstanding options to purchase
shares of its common stock, par value $.10 per share, having an exercise price
of $24.00 or more (the "Options") for cash in the amount set forth on Attachment
A to the Offer to Purchase, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 11, 2000 (as amended, the "Offer
to Purchase"), and the related Letter of Transmittal (as amended, the "Letter of
Transmittal," which together with the Offer to Purchase constitute the "Offer"),
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
The information set forth in the "Summary Term Sheet," "Introduction," "Number
of Options; Expiration Date," and "Acceptance for Purchase of Options and
Payment of Cash" in the Offer to Purchase is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a) (1) Offer to Purchase, dated September 11, 2000, as amended.
(2) Form of Letter of Transmittal, as amended.
(3) Form of Letter to Holders.*
(b), (d), (g) and (h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to the Schedule TO is
true, complete and correct.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ THOMAS P. KELLAGHER
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Thomas P. Kellagher
Group Vice President and
Chief Financial Officer
Dated: September 26, 2000
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INDEX TO EXHIBITS
(a) (1) Offer to Purchase, dated September 11, 2000, as amended.
(a) (2) Form of Letter of Transmittal, as amended.
(3) Form of Letter to Holders.*
(b), (d), (g) and (h) Not applicable.
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* Previously filed.
