<PAGE>
As Filed With the Securities and Exchange Commission on February 8, 2000
Registration No. 333-______
================================================================================
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)
--------------------------
ANNUAL INCENTIVE COMPENSATION PLANS
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered(1) registered offering price per aggregate offering Registration Fee(2)
share(2) price(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 $11.15625 $2,231,250 $590.00
value $.10 per share
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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 February 4, 2000.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item I 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 Annual Report on Form 10-K for the year ended December
31, 1998;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999, and September 30, 1999; and
(3) The Company's Current Report on Form 8-K filed with the Commission on
March 30, 1999.
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.
Item 6. Indemnification of Directors and Officers.
II-1
<PAGE>
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.
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
II-2
<PAGE>
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 - Annual Incentive Compensation 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)
_____________
+ 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 February 8, 2000.
PENNZOIL-QUAKER STATE COMPANY,
a Delaware corporation
By: /s/ JAMES L. PATE
--------------------------------------
James L. Pate
Chairman of the Board and
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 February 8, 2000.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ JAMES L. PATE Principal Executive Officer February 8, 2000
- ---------------------------------- and Director
(James L. Pate, Chairman of
the Board and Chief
Executive officer)
/s/ MICHAEL J. MARATEA Principal Accounting February 8, 2000
- ---------------------------------- Officer
(Michael J. Maratea, Vice
President and Controller)
/s/ LAURIE K. STEWART Principal Financial Officer February 8, 2000
- ----------------------------------
(Laurie K. Stewart, Vice
President and Treasurer)
HOWARD H. BAKER, JR.*
W. L. LYONS BROWN, JR.*
ERNEST H. COCKRELL*
ALFONSO FANJUL* A majority of the Directors February 8, 2000
FORREST R. HASELTON* of the Registrant
BERDON LAWRENCE*
JAMES J. POSTL*
BRENT SCOWCROFT*
GERALD B. SMITH*
LORNE R. WAXLAX*
*By: /s/ JAMES L. PATE
-----------------------------
(Attorney-In-Fact)
</TABLE>
II-6
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
1999 ANNUAL INCENTIVE
COMPENSATION PLAN
Amended Plan Report
-------------------
February 4, 2000
<PAGE>
1
Plan Objectives
. Provide an annual incentive plan that is performance driven and rewards
business success.
. Offer competitive cash compensation opportunities to key Pennzoil-Quaker
State employees.
. Provide motivation to accomplish objectives that are critical to
Pennzoil-Quaker State's success.
. Reward outstanding achievement among employees who can directly affect
Pennzoil-Quaker State's results.
. Assist Pennzoil-Quaker State in attracting and retaining high quality
talent.
. Reflect both quantitative and qualitative performance factors in plan
payouts.
<PAGE>
2
Basic Plan Concept
. Below is a graphic illustration of the basic AIP concept recommended for
1999.
. The weightings for the categories of performance vary by management tier
and role as shown below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Category Weightings
- -----------------------------------------------------------------------------------------------------------------------------------
Corporate Business Business
Positions Unit Unit Corporate
in Tiers E-7 Positions in Positions in Positions
Through Business Tiers E-2, Grades in Grades
E-1 Unit Heads E-1 and X1 3 - 5 3 - 5, X1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Company Performance 70% 35% 20% 20% 50%
- -----------------------------------------------------------------------------------------------------------------------------------
Business Unit Performance 0% 35% 25% 30% 0%
- -----------------------------------------------------------------------------------------------------------------------------------
Sub-Unit Performance 0% 0% 25%* 20%* 0%
- -----------------------------------------------------------------------------------------------------------------------------------
Individual/Team Strategic 30% 30% 30% 30% 50%
Performance
- -----------------------------------------------------------------------------------------------------------------------------------
Total: 100% 100% 100% 100% 100%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
----------------------------------------------------------------------------
* If an employee does not have a business sub-unit, the sub-unit element
will be rolled into the business unit component, which will be
weighted 50%.
----------------------------------------------------------------------------
<PAGE>
3
Basic Plan Concept (continued)
. Also, the company, business unit, and sub-unit elements of the plan would be
paid out on a formula basis without discretion. However, no awards
should be paid to any individual whose performance is unsatisfactory.
. In 1999, some major structural readjustments will be undertaken in both the
Base Oil and Specialty Products and Fast Lube Operation areas. Company
and business unit economic profit, cash flow and sales growth
performance standards will be adjusted accordingly.
. Finally, it should be noted that each performance measure in the plan
operates independently of all other measures.*
-----------------------------------------------------------------------------
* However, Pennzoil-Quaker State must achieve recurring earnings of
breakeven or better after incentive payments in order for any of the non-
individual performance incentive to be paid (subject to financial
adjustments, if any, approved by the Compensation Committee) to corporate
positions at the E-1 level and above. For positions below E-1, only
payments tied to the company performance goals would be eliminated by less
than breakeven performance on recurring earnings.
-----------------------------------------------------------------------------
<PAGE>
4
Pennzoil-Quaker State Company
Recommended 1999 Annual Incentive Plan Design
Total Award
<TABLE>
<CAPTION>
Individual/Team Strategic
---------
Company Performance Business Unit Performance Sub-Unit Performance Performance
- ------------------- ------------------------- --------------------- -----------
<S> <C> <C> <C>
. Economic Profit . Goals vary by unit, but . Goals vary by sub-unit, . Discretionary
include Economic Profit, sales, but reflect relevant
. Synergies synergies or consolidation costs. contribution to business unit
performance.
--- Base Oil and --- Lubricant brand,
--- Specialty Products sales region,
--- Lubricants facility,
--- Fast Lube Operations commercial and
--- Axius industrial
--- MEDO --- Refinery or facility
--- Blue Coral/Slick 50 --- Fast Lube region
--- ACD
--- Viscosity
--- Factory for Blue
Coral/Slick 50
</TABLE>
Note: An employee will not receive any award if performance is less than
satisfactory.
<PAGE>
5
Plan Participants
. Eligibility to participate in the plan should be determined each year by
Pennzoil-Quaker State's CEO and the Pennzoil-Quaker State Compensation
Committee of the Board.
. For fiscal 1999, it is recommended that eligibility be extended down through
positions in grades 3 and higher.*
. However, actual plan payouts must be approved by the CEO and the Pennzoil-
Quaker State's Compensation Committee each year once the award calculations
have been made regardless of position eligibility.
-----------------------------------------------------------------------------
* This proposed eligibility is intended to reflect market norms and is
consistent with Pennzoil's 1998 annual incentive plan eligibility.
-----------------------------------------------------------------------------
<PAGE>
6
Performance Measures, Weights and Standard
. The table below shows the key performance levels, performance definitions,
and probabilities of outcome that have been used in setting annual
performance standards on the company, business unit and sub-unit performance
measures for 1999.
<TABLE>
<CAPTION>
Performance Level Definition Probability of Outcome
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Threshold Minimal acceptable performance Achieve at least this level 90% of the time
- ---------------------------------------------------------------------------------------------------------------------
Target Expected performance at a stretch level Achieve at least this level 50% of the time
- ---------------------------------------------------------------------------------------------------------------------
Maximum Outstanding performance Achieve only 10% - 20% of the time
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
. However, Pennzoil-Quaker State should review the plan standards of
performance each year in order to ensure that they are appropriate.
<PAGE>
7
Individual Performance Assessment
. While the plan design focuses primarily on company, business unit, and sub-
unit performance, the plan also gives Pennzoil-Quaker State the flexibility
to vary actual award levels based on individual performance.
. Thus, the company should make no incentive payment (regardless of company or
business unit results) to any individual whose performance is unsatisfactory.
. The individual performance assessment will be conducted based on a review of
both quantitative and qualitative performance factors. However, individual
performance will not be assessed in a formula fashion in 1999.
<PAGE>
8
1999 Target Award Opportunities
<TABLE>
<CAPTION>
Level Target Award as %
of Base Salary*
- ----------------------------------------------------------------
<S> <C> <C>
E-7 75%
- ----------------------------------------------------------------
E-6 70%
- ----------------------------------------------------------------
E-5 60%
- ----------------------------------------------------------------
E-4 55%
- ----------------------------------------------------------------
E-3 50%
- ----------------------------------------------------------------
E-2 45%
- ----------------------------------------------------------------
E-1 41%
- ----------------------------------------------------------------
X1 36%
- ----------------------------------------------------------------
5 30%
- ----------------------------------------------------------------
4 25%
- ----------------------------------------------------------------
3 10%
- ----------------------------------------------------------------
</TABLE>
* Based on market 55th %ile.
<PAGE>
9
Plan Payouts
. Payouts under the plan will be made as soon as possible after the completion
of the fiscal year (i.e., generally by March 15 of the year following the
performance period).
. Awards will generally be paid as lump-sum cash with taxes withheld at a flat
rate of 28%. However, for employees of the Company in grades E1 and higher
who are participants in the 1999 Annual Incentive Compensation Plan, one-
half (after applicable withholding for taxes and after contributions to the
salaried savings plan) of the bonus awards authorized to be made in cash
under the 1999 Annual Incentive Compensation Plan (or a greater proportion
as may be elected by the individual participants) will be paid in shares of
the Company's common stock having a market value on the day of the payment
(using the average of the highest and lowest trading prices on such day)
equal to the dollar amount of the award that is not being paid in cash.
. Please note that annual incentive payments are both savings and investment
plan and retirement plan eligible.
<PAGE>
10
Transfers/New Hires
. Since employees may transfer into positions that are not eligible under the
plan (or into positions that are eligible), a special provision has been
made for these events.
. For employees who transfer from one position to another, the awards will be
pro-rated to reflect the number of months spent in each position during the
year.
. Awards typically will be pro-rated to reflect the number of months of actual
service in a plan-eligible position during the year.
. No award typically will be made to employees who are in a plan-eligible
position for less than six months of the year.*
----------------------------------------------------------------------------
* The CEO and Compensation Committee may want to make this decision on a
case-by-case basis.
----------------------------------------------------------------------------
<PAGE>
11
Retirement and Terminations
. To receive an award under the plan, the participant must generally be
employed on the last day of the performance cycle.
. Exceptions to this policy will be made for retirement, long-term disability,
or death, in which case the award will be pro-rated to reflect the actual
months of service during the year.
. Also, for participants who terminate voluntarily between the end of the
fiscal year and the payout date, payouts may be reduced (to as little as
zero) to reflect the discontinuation of employment.
<PAGE>
12
Plan Administration
. The plan will be administered by Pennzoil-Quaker State's CEO, who may
delegate certain elements of program administration to other company staff.
. Actual performance goals, standards and award determinations will be
approved by Pennzoil-Quaker State's Compensation Committee. Further, any
plan amendments or modifications must be approved by the Compensation
Committee.
. In addition, all financial measures included in the plan may be adjusted at
the discretion of the Compensation Committee to remove the effects of:
---- Any divestitures or acquisitions in the year they occur*; and
---- Other special one-time or extraordinary events.
----------------------------------------------------------------------------
* Further, the Compensation Committee may adjust the corporate or business
unit economic profit goals in the event of changes in capital spending
relative to budget.
----------------------------------------------------------------------------
<PAGE>
BAKER BOTTS L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
February 8, 2000
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 200,000 shares ("Shares") of common stock,
par value $0.10 per share, of the Company issuable under the terms of the Annual
Incentive Compensation Plans of Pennzoil-Quaker State Company (the "Plans"),
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 Plans 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 February 8, 2000
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,
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 Annual
Incentive Compensation Plans of Pennzoil-Quaker State Company of our report
dated March 11, 1999 included in the Pennzoil-Quaker State Company Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included in
this registration.
ARTHUR ANDERSEN LLP
Houston, Texas
February 3, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 2, 1999 relating to the
financial statements of Excel Paralubes, which appears in Pennzoil-Quaker State
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Houston, Texas
February 3, 2000
<PAGE>
Exhibit 24
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ HOWARD H. BAKER, JR.
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ W. L. LYONS BROWN, JR.
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ ERNEST H. COCKRELL
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ ALFONSO FANJUL
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ FORREST R. HASELTON
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ BERDON LAWRENCE
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ JAMES J. POSTL
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ BRENT SCOWCROFT
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ GERALD B. SMITH
---------------------------------
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Annual Incentive Compensation Plans of the Company and 200,000 shares of
common stock, par value $0.10 per share, of the Company issuable thereunder,
with such amendments, supplements or appendices thereto as may be necessary or
appropriate, 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 JAMES L. PATE,
JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his true and
lawful 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 any and all amendments, supplements or
appendices 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 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
8th day of February, 2000.
/s/ LORNE R. WAXLAX
---------------------------------
